Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. (a) Subject to Section 6(b) below, if the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period.

Pre-emptive Rights. The Company hereby grants to the Holder (aso long as SPCP Group, LLC or an Affiliate thereof (which term shall include any investment fund managed by SPCP Group, LLC or its Affiliates) Subject 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 6(b13(d) belowof the Exchange Act of 1934, if 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-Transaction Percentage”). Each time the Company proposes to issue or offer any shares of, or securities or rights convertible into or exercisable for any shares of, any class of Common Stock or any Common Stock Equivalentsthe Company’s equity securities (the “New Shares”) that would reduce the Holder’s Pre-Transaction Percentage, other than in each case after the date of this AgreementExempt Issuances, the Company will shall first make a written offer to sell the Holder of its pro rata share of the New Shares based on the Holder’s Pre-Transaction Percentage (the “Offer Notice”). The Offer Notice shall state (a) the Company’s bona fide intention to each Stockholder a 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 such securities New Shares to be issued or offered, and ("Offered d) the price and terms upon which it proposes to issue or offer the New Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior Holder may, by written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election delivered within ten (10) days after delivery of its receipt of the Issuance Offer Notice, elect to purchase, at the price and on the terms specified in the Offer Notice, up to its pro rata share of the New Shares. The closing of the 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 "Preemptive Period"Company and the Holders). If The Holder’s pro rata share of the 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 Stockholder has elected to person who may be receiving or purchasing New Shares by virtue of similar pre-emptive or other purchase any Offered Shares, rights. If the Company does not consummate the issuance or sale of such shares shall be consummated as soon as practical after the delivery New Shares within sixty (60) days following the Holder’s receipt of the Election Offer Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered New Shares at a price and on terms no more favorable shall not be offered, issued or sold unless again offered to the transferee(s) thereof specified Holder in the Issuance Notice during the 120-day period following the Preemptive Periodaccordance with this Section 6.

Pre-emptive Rights. (a) Subject to Section 6(b) below, if If the Company proposes to issue issues any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock Equivalents, or any securities convertible or exchangeable for Common Stock in each case case, after the date hereof to an Investor or any Affiliate of this Agreementan Investor, the Company will offer to sell to each Other Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) for each Stockholder would be equal to the Ownership Ratio for such holder Stockholder immediately prior to such issuance of securities. The Company shall give each such holder Stockholder at least twenty (20) 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities)terms, and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) 15 days after delivery of the Issuance Notice (the "Preemptive PeriodElection Notice"); provided, that (i) if more than one type of security was issued, each Stockholder shall, if it exercises its rights pursuant to this Section 9, purchase such securities in the same ratio as issued and (ii) the holders of the majority of the BRS Stockholder Shares shall make the election for all such holders, and the holders of the majority of the holders of the 399 Venture Stockholder Shares shall make the election for all such holders, in each case for purposes of this Section 9. If any such Stockholder has of the Stockholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. To In the extent such Stockholders do not elect to, or are not entitled event that any Stockholder elects to purchase all of the Offered Shares, then at such Stockholder's request (which request shall be included in the Election Notice), the Company shall issue to such Stockholders, in lieu of the securities constituting Offered Shares, nonvoting securities which shall otherwise be identical in all respects to such securities constituting Offered Shares, except that it (i) shall be nonvoting, (ii) shall be convertible into a voting security (including the securities constituting Offered Shares) on such terms as are requested by such Stockholder in light of the applicable regulatory considerations then prevailing, and (iii) may issue not, at Stockholder's request, be a common equity security. In the remaining Offered Shares at a price and on terms event any Stockholder elects not to exercise its rights pursuant to this Section 9, no more favorable other Stockholder shall have the right to purchase the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Periodsecurities offered to such Stockholder.

Pre-emptive Rights. (a) Subject to Section 6(b) below, if In the event that the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, Equity Securities in each case after the date of this Agreementa Covered Transaction, the Company will offer in writing (the “Pre-emptive Notice”) to sell the Investors’ Representative, at least 20 days prior to each Stockholder the consummation of such transaction, the right to purchase a number of such securities Equity Securities equal to a product of ("Offered Shares"i) so that the Ownership Ratio for such holder immediately after the issuance total number of such securities Equity Securities to be issued and (and assuming ii) the purchase of Investor Percentage Interest (such Offered Shares) would be equal to amount, the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"“Pro Rata Share”). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms as such Equity Securities are to be issued or sold. The Pre-emptive Notice shall specify (includinga) the number of Equity Securities to be issued or sold, if more than one type (b) the Company’s good faith estimate of security is issuedthe total amount of capital to be raised by the Company pursuant to the issuance or sale of Equity Securities, (c) the price and other material terms of the proposed issuance or sale and (d) the period during which the Investors (through the Investors’ Representative) may elect to purchase such Equity Securities, which period shall extend for at least 15 days following the receipt by the Investors’ Representative of the Pre-emptive Notice (the “Pre-emptive Acceptance Period”). If an Investor desires to purchase Equity Securities, the same proportionate mix Investors’ Representative shall notify the Company within the Pre-emptive Acceptance Period of the number of Equity Securities such Investor wishes to purchase, which number shall not exceed its then-applicable Pro Rata Share (the “Pre-emptive Acceptance Notice”). A Pre-emptive Acceptance Notice shall be binding and irrevocable, except as set forth in this Section 4.04. The purchase price for the Equity Securities shall be paid in cash contemporaneously with the closing of the transaction which gave rise to the Pre-emptive Notice and the terms of such securities), purchase shall otherwise be on terms and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") conditions not less favorable to the Company than those set forth in the Pre-emptive Notice. Notwithstanding the foregoing, in the event of such election within ten (10) days after delivery of urgent need as determined by the Issuance Board in good faith, the Company may agree to and consummate a Covered Transaction without complying with this Section 4.04, so long as promptly thereafter it provides the Pre-emptive Notice (as required herein and permits the "Preemptive Period"). If any such Stockholder has elected Investors to purchase any Offered Shares, up to the sale Pro Rata Share of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not Equity Securities they would have been entitled to purchase all pursuant to this Section 4.04 (after taking into account the consummation of the Offered SharesCovered Transaction and calculating the number of such Equity Securities on a grossed up basis). In the event the subject transaction of a Pre-Emptive Notice is terminated, then no purchase of securities shall occur pursuant to this Section 4.04, and the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Periodapplicable notices shall be canceled.

Pre-emptive Rights. (a) Subject to Section 6(b) below, if the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreement6(e), the Company will offer shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Company Securities or (ii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any Company Securities, (collectively, the "OFFERED SECURITIES"), unless in each Stockholder a number of such securities ("Offered Shares") so that case the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securitiesCompany shall have first complied with this Section 6. The Company shall give deliver to the Stockholders a written notice of any proposed or 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 or exchange with the Stockholders up to their respective pro rata portion of such Offered Securities. Subject to the last sentence of this Section 6(a), each Stockholder's pro rata portion of the Offered Securities shall be determined by multiplying seventy-five percent (75%) of the aggregate amount of the Offered Securities by a fraction, the numerator of which is the number of shares of Voting Securities then held by such holder at least Stockholder and the denominator of which is the number of shares of Voting Securities then outstanding. Each Stockholder shall have the right, for a period of twenty (20) days prior following delivery of the Offer, to purchase or acquire such Stockholder's pro rata portion of the Offered Securities at the price and upon the other terms specified in the Offer. The Offer, by its terms, shall remain open and irrevocable for such twenty (20) day period. To accept an Offer, in whole or in part (provided, however, that the Stockholders may only elect to purchase part of the Offered Securities if the Offer is not contingent on the sale to the prospective purchaser of all of the Offered Securities), such Stockholder must deliver a written notice ("NOTICE OF ACCEPTANCE") to the Company prior to the end of any proposed issuancethe twenty (20) day period of the Offer, which notice shall disclose in reasonable detail setting forth the proposed terms and conditions portion (or all, if the Offer is contingent upon the sale to the prospective purchaser of all of the Offered Securities) of such issuance (Stockholder's pro rata portion of the "Issuance Notice"). Each Offered Securities that such Stockholder will be entitled elects to purchase. In addition, each Stockholder shall have the right to purchase (which right shall be exercised by notice to such securities at effect in the same priceNotice Of Acceptance) any Offered Securities not accepted by any other Stockholder, in which case the Offered Securities not accepted by any such other Stockholders shall be deemed, on the same terms and conditions, to be offered from time to time during such twenty (including, if more than one type of security is issued, the same proportionate mix of 20) day period to and accepted by such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to Stockholders who exercised their options under this sentence ratably based on their interests in the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated or as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company they may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Periodotherwise agree.

Pre-emptive Rights. (a) Subject to Section 6(b11(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) below, if the Company proposes to issue any shares of Common Stock 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 Common Stock Equivalentsequity securities of the Corporation, or (iv) any debt securities convertible into capital stock of the Corporation (collectively, the "Offered Securities"), unless in each case after the date Corporation shall have first complied with this Section 11. So long as a Stockholder holds at least ten percent (10%) of the outstanding Stock of the Corporation (including, for this Agreementpurpose a trust, escrow or similar arrangement that holds ten percent (10%) or more of the outstanding stock of the Corporation) (a "Qualified Stockholder"), the Company will offer Corporation shall deliver to sell to each such Qualified Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed or intended issuance, which notice shall disclose in reasonable detail the proposed terms and conditions sale or exchange of such issuance Offered Securities (the "Issuance NoticeOffer"). Each such Stockholder will , 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 entitled to purchase such securities at the same priceoffered, on the same terms (including, if more than one type of security is issued, the same proportionate mix sold or exchanged, and (C) offer to issue and sell to such Qualified Stockholder up to such Qualified Stockholder's pro rata portion of such securities)Offered Securities. Such Qualified Stockholder's pro rata portion of the Offered Securities shall be determined by multiplying the aggregate amount of the Offered Securities by a fraction, the numerator of which is the number of shares of Stock then held by such Qualified Stockholder on a fully-diluted basis and at the same time as denominator of which is the securities are issued by delivery number of irrevocable written notice (shares of Stock then outstanding, determined on a fully-diluted basis. Such Qualified Stockholder shall have the "Election Notice") to the Company right, for a period of such election within ten (10) days after following delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected Offer, to purchase any or acquire its pro rata portion of the Offered SharesSecurities at the price and upon the other terms specified in the Offer. The Offer, by its terms, shall remain open and irrevocable for such ten (10) day period. To accept an Offer, in whole or in part (provided, however, that such Qualified Stockholder may only elect to purchase part of the Offered Securities if the Offer is not contingent on the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered SharesSecurities), then the Company may issue the remaining Offered Shares at such Qualified Stockholder must deliver a price and on terms no more favorable written notice ("Notice of Acceptance") to the transferee(sCorporation prior to the end of the ten (10) thereof specified in the Issuance Notice during the 120-day period following of the Preemptive PeriodOffer, setting forth the portion (or all, if the Offer is contingent upon the sale of all of the Offered Securities) of its pro rata portion of the Offered Securities that such Qualified Stockholder elects to purchase.

Pre-emptive Rights. (a) Subject Pre-emptive Rights. In consideration of the Purchaser entering into this Agreement and subject to Applicable Laws and Section 6(b) below5.06(c), if if, prior to the fifth anniversary of the date hereof, the Company proposes to issue issue, grant or sell any shares of Common Stock or any Common Stock Equivalents, in each case after Equity Securities (the date of this Agreement“New Securities”), the Company will offer shall first give to sell the Purchaser a written notice (the “Issuance Notice”) setting forth in reasonable detail the price and other terms on which such New Securities are proposed to each Stockholder a number be issued or sold, the terms of such securities ("Offered Shares") so that New Securities and the Ownership Ratio for such holder immediately after amount thereof proposed to be issued, granted or sold. The Purchaser shall thereafter have the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal right, upon written notice given to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least no later than twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) calendar days after delivery receipt of the Issuance Notice (the "Preemptive “Exercise Period"”). If any such Stockholder has elected , to elect to purchase any Offered Shares, the sale number of such shares New Securities set forth in such notice up to forty percent (40%) of the total number of New Securities to be issued by the Company as set forth in the Issuance Notice, for the price and other terms set forth in the Issuance Notice. Any notice by the Purchaser exercising the right to purchase New Securities pursuant hereto shall constitute an irrevocable commitment to purchase from the Company the securities specified in such notice. The closing of the purchase of New Securities by the Purchaser shall be consummated as soon as practical after concurrently with the delivery consummation of the Election Notice. To the extent such Stockholders do not elect to, issuance or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified sale described in the Issuance Notice during or on such date, no more than sixty (60) days after the 120-day period following expiration of the Preemptive Exercise Period, as the Company may determine; provided, that the Company shall give the Purchaser prompt prior notice of such date.

Pre-emptive Rights. The Company hereby grants to the Holder (aso long as KPC Resolution Company, LLC or an Affiliate thereof is and remains the Holder hereof) Subject 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 6(b13(d) belowof the Exchange Act of 1934, if 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-Transaction Percentage”). Each time the Company proposes to issue or offer any shares of, or securities or rights convertible into or exercisable for any shares of, any class of Common Stock or any Common Stock Equivalentsthe Company’s equity securities (the “New Shares”) that would reduce the Holder’s Pre-Transaction Percentage, other than in each case after the date of this AgreementExempt Issuances, the Company will shall first make a written offer to sell the Holder of its pro rata share of the New Shares based on the Holder’s Pre-Transaction Percentage (the “Offer Notice”). The Offer Notice shall state (a) the Company’s bona fide intention to each Stockholder a 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 such securities New Shares to be issued or offered, and ("Offered d) the price and terms upon which it proposes to issue or offer the New Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior Holder may, by written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election delivered within ten (10) days after delivery of its receipt of the Issuance Offer Notice, elect to purchase, at the price and on the terms specified in the Offer Notice, up to its pro rata share of the New Shares. The closing of the 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 "Preemptive Period"Company and the Holders). If The Holder’s pro rata share of the 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 Stockholder has elected to person who may be receiving or purchasing New Shares by virtue of similar pre-emptive or other purchase any Offered Shares, rights. If the Company does not consummate the issuance or sale of such shares shall be consummated as soon as practical after the delivery New Shares within sixty (60) days following the Holder’s receipt of the Election Offer Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered New Shares at a price and on terms no more favorable shall not be offered, issued or sold unless again offered to the transferee(s) thereof specified Holder in the Issuance Notice during the 120-day period following the Preemptive Periodaccordance with this Section 6.

Pre-emptive Rights. (a) Subject Other than Shares to Section 6(b) belowbe issued in the Initial Public Offering, and subject to the Restrictions and applicable regulatory approvals, if any additional Shares or options, rights, warrants or other instruments to purchase Shares or securities convertible into or exchangeable for Shares (collectively referred to in this Section as “Additional Securities”), are to be issued by the Company proposes Corporation for cash, the Corporation shall first offer to each of CSR InvestCo (so long as CSR InvestCo has not undergone a CSR InvestCo Change of Control and owns a number of Shares at least equal to the CSR InvestCo Ownership Threshold) and to XM Holdings (to the extent permitted by applicable Canadian laws and so long as XM Holdings owns a number of Shares at least equal to the XM Ownership Threshold), such portion of the Additional Securities as will enable them to continue to hold the same percentage (on a fully diluted basis) of Shares (treating all Shares as a single class of Class A Shares on an as-converted basis, including counting each Class C Share as one Class A Share) following the issuance of the Additional Securities as held by CSR InvestCo and XM Holdings prior to the issuance of the Additional Securities, by written notice (the “Pre-Emptive Rights Notice”) given to it of the Corporation’s intention to issue any shares Additional Securities and the number and purchase price of Common Stock such Additional Securities to be so issued; provided, however, that CSR InvestCo, to the extent it wishes to purchase Additional Securities consisting of Class A Shares or rights to purchase Class A Shares, shall be permitted to purchase a combination of Class A Shares and Class B Shares (or rights to purchase the same) that most nearly approximates the voting percentage then held by CSR InvestCo (the “Voting Equivalent Shares”). Each of CSR InvestCo and XM Holdings shall have 10 Business Days from the date the Pre-Emptive Rights Notice is given to give a notice to the Corporation of its intention to purchase all or any Common Stock Equivalentsof the Additional Securities to which it is entitled and shall indicate in such notice the maximum number of Additional Securities that it is willing to purchase. The transaction of purchase and sale by the Corporation of Additional Securities shall be completed on the date specified by the Board, in each case provided that such date shall not be more than 45 days after the date of this Agreement, the Company will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Pre-Emptive Rights Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period.

Pre-emptive Rights. (a) Subject If at any time prior to Section 6(b) below, if the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreementan IPO, the Company will offer or the IPO Entity issues (i) any equity or equity-linked securities or (ii) any securities proposed to sell to each Stockholder a number of such securities be purchased by Blackstone ((i) and (ii) collectively, the "Offered SharesSecurities"), MSCP and the Management Members (the "Pre-Emptive Rights Holders") so that shall have a preemptive right to purchase or subscribe for the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase number or amount of such Offered SharesSecurities in the offering as it may elect to purchase or subscribe for, up to such Member's Ownership Percentage (determined as of the time of the approval of such issuance) would of the total number or amount of Offered Securities proposed to be equal issued. The Company shall provide each Pre-Emptive Rights Holder with notice of a proposed issuance subject to the Ownership Ratio for such holder immediately this preemptive right at least 10 days prior to such issuance specifying the number of securitiesor amount of such Offered Securities and proposed terms of such issuance. If a Pre-Emptive Rights Holder exercises its right, it shall be required to pay the 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 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 the Company pursuant to this Section 8.1(a) shall give terminate as to each Pre-Emptive Rights Holder if such holder at least twenty (20) Pre-Emptive Rights Holder shall not have notified the Company in writing of its election to exercise such right within 10 days prior written after receipt of the notice of any the proposed issuance, which notice ; provided that such right shall disclose in reasonable detail become available once again if the price or any other material term of the proposed terms and conditions of such issuance (shall change, in which case the "Issuance Notice"parties shall again follow the procedures set forth in this Section 8.1(a). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period.

Pre-emptive Rights. (a) Subject The Company agrees that prior to Section 6(b) below, if the date of registration of Equity Securities of the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreement, hereof the Company will offer not issue for cash any equity securities or any securities having rights or options to sell acquire equity securities (whether through conversion or exercise or otherwise) (hereinafter "Equity Securities") without first offering such Equity Securities, on the same terms and at the same price, to each Stockholder a number Shareholder, pro rata on the basis of the Ownership Interest of such securities ("Offered Shares") so that Shareholder as of the Ownership Ratio for date of the notice given pursuant to this Article. Any such holder immediately after the issuance offer of such securities (and assuming the purchase of such Offered Shares) would Equity Securities to a Shareholder will be equal made in writing to the Ownership Ratio notice address of the Shareholder and will remain open for such holder immediately prior to such issuance a period of securities. The Company shall give each such holder at least not less than twenty (20) days prior written notice after the date of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions offer unless the pre-emptive rights with respect to such Equity Securities are waived as provided herein. If at the end of such issuance twenty (20) day period there remain unpurchased any of the Equity Securities so offered (the "Issuance NoticeRemaining Securities"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of Company will so advise each Shareholder who purchased Equity Securities in such securities), and at the same time as the securities are issued by delivery of irrevocable written notice offering (the "Election NoticePurchasing Shareholders") to and the Company of such election within Purchasing Shareholders shall have the right for ten (10) days after delivery from the date of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected Company's notice to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery that portion of the Election Notice. To Remaining Securities which is pro rata to such Purchasing Shareholder's Ownership Interest in the extent such Stockholders do not elect to, or are not entitled to purchase all Company as of the Offered Shares, then date of the Company may issue the remaining Offered Shares at a price and on terms no more favorable notice with respect to the transferee(s) thereof specified Remaining Securities. The rights of the Shareholders under this Article may be waived by a vote or consent of a majority in the Issuance Notice during the 120Ownership Interest of all non-day period following the Preemptive Periodemployee Shareholders.

Pre-emptive Rights. Each Shareholder shall have a right of first refusal to purchase a pro rata portion (aas provided below) Subject to Section 6(b) below, if of any shares of capital stock of the Company or any other instrument which is exercisable or convertible into shares of the Company's capital stock which the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to sell to each Stockholder (a number of such securities ("Offered SharesProposed Sale") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities). The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail set forth the proposed material terms and conditions of the Proposed Sale and shall constitute an offer to sell such issuance (securities to the "Issuance Notice")respective Shareholders on such terms and conditions. Each Shareholder may accept such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued offer by delivery of irrevocable delivering a written notice (the "Election Notice") of acceptance to the Company of such election within ten (10) days after delivery receipt of the Issuance Notice (Company's notice of the "Preemptive Period")Proposed Sale. The pro rata portion of securities to be sold in the Proposed Sale that the respective Shareholders may acquire by exercise of his or her rights hereunder is the ratio that the number of shares of Common Stock owned by such Shareholder bears to the total number of shares of the Common Stock issued and outstanding before the Proposed Sale. If any Shareholder elects to exercise such Stockholder has elected to right of first refusal and does not complete the purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical securities within fifteen (15) days after the delivery of its written notice of acceptance to the Election Notice. To the extent such Stockholders do not elect toCompany, or are not entitled to purchase all of such later date as may be specified by the Offered SharesCompany, then the Company may issue complete the remaining Offered Shares at a price Proposed Sale on the terms and on terms no more favorable to the transferee(s) thereof conditions specified in the Issuance Notice during Company's notice to the 120-day period following Shareholders. The rights granted to the Preemptive PeriodShareholders pursuant to this Section 12 do not apply to (a) any Public Offering, and (b) any Proposed Sale (including the grant of stock options) of shares of Common Stock to employees (excluding Xxxxxxxxx) of the Company approved by the Company's Board of Directors, provided that the aggregate number of shares to be issued to employees, inclusive of all shares previously issued to employees, does not exceed 10% of the Company's then outstanding shares.

Pre-emptive Rights. (a) Subject to Section 6(b) below, if If the Company proposes issues any shares of Common Stock (other than shares of Common Stock issuable upon exercise of the CVC Warrant and upon exercise of incentive stock options to issue be issued to certain members of management of the Company) or any securities containing options or rights to acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock Equivalents, in each case case, after the date hereof to CVC or any Affiliate of this AgreementCVC, the Company will offer to sell to each Other Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) for each Stockholder would be equal to the Ownership Ratio for such holder Stockholder immediately prior to such issuance of securities. The Company shall give each such holder Stockholder at least twenty (20) 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities)terms, and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) 15 days after delivery of the Issuance Notice (the "Preemptive PeriodElection Notice"); provided, that if more than one type of security was issued, each Stockholder shall, if it exercises its rights pursuant to this Section 9, purchase such securities in the same ratio as issued. If any such Stockholder has of the Stockholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. To In the extent such Stockholders do not elect to, or are not entitled event that any Stockholder elects to purchase all of the Offered Shares, then at such Stockholder's request (which request shall be included in the Election Notice), the Company shall issue to such Stockholders, in lieu of the securities constituting Offered Shares, nonvoting securities which shall otherwise be identical in all respects to such securities constituting Offered Shares, except that it (i) shall be nonvoting, (ii) shall be convertible into a voting security (including the securities constituting Offered Shares) on such terms as are requested by such Stockholder in light of the applicable regulatory considerations then prevailing, and (iii) may issue not, at Stockholder's request, be a common equity security. In the remaining Offered Shares at a price and on terms event any Stockholder elects not to exercise its rights pursuant to this Section 9, no more favorable other Stockholder shall have the right to purchase the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Periodsecurities offered to such Stockholder.

Pre-emptive Rights. (a1) Subject to the provisions of Section 6(b) below5.01(2), if any additional shares of the Company proposes Corporation are to be issued from treasury, the Corporation will first offer such shares to the Voting Shareholders by notice given to them of the Corporation’s intention to issue additional shares, the number and class thereof to be so issued and the proposed price and terms of the shares so offered. The Voting Shareholders will have the right to purchase the shares so offered pro rata based upon the number of Voting Shares beneficially owned by the Voting Shareholders at the date notice is given. Each Voting Shareholder will have 60 Business Days from the date such notice is given to take up and pay for any of the shares so offered to the Voting Shareholder. The shares that have not been taken up and paid for within the 60 Business Days will be offered again by the Corporation by notice given to those Voting Shareholders who took up and paid for all the shares initially offered to them, and each of Common Stock such Voting Shareholders will have the right to purchase the shares so offered pro rata based upon the number of Voting Shares beneficially owned by such Voting Shareholders at the date notice is given of such subsequent offer. Such Voting Shareholders will have 10 Business Days from the date such subsequent notice is given to take up and pay for any of the shares so offered, and so on from time to time until all the shares have been taken up or until all the Voting Shareholders have refused to take up any Common Stock Equivalentsmore, in each case after which latter event the date shares not so taken up may be issued to such persons as the directors in their discretion determine, provided that such persons agree to be bound by this Agreement and to become parties hereto and the subscription price and terms of this Agreement, the Company shares so offered will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that be the Ownership Ratio for such holder immediately after same as the issuance of such securities (subscription price and assuming the purchase of such Offered Shares) would be equal terms offered to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive PeriodVoting Shareholders.

Pre-emptive Rights. (a) Subject The Company hereby grants to Section 6(b) beloweach of the Stockholders the right of first refusal to purchase such Stockholder's Pre-Emptive Pro-Rata Share of any New Securities that the Company may, if from time to time, propose to sell and issue. In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Stockholder written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the same. Each Stockholder shall have 15 days from the effective date of this Agreement, the Company will offer any such notice to sell agree to each Stockholder a number purchase up to its Pre-Emptive Pro Rata Share of such securities ("Offered Shares") so that New Securities for the Ownership Ratio for such holder immediately after price and upon the issuance of such securities (and assuming general terms specified in the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior notice by delivering written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company and stating therein the quantity of New Securities to be purchased. If a Stockholder desires to purchase more than its Pre-Emptive Pro Rata Share of such election within ten (10) days after delivery of New Securities, it shall so indicate in the Issuance Notice (the "Preemptive Period")notice. If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase less than all of the Offered SharesNew Securities are subscribed for by the Stockholders, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable available New Securities shall be allocated among any over-subscribing Stockholders pro rata according to the transferee(s) thereof specified in number of Shares then held by each such Stockholder divided by the Issuance Notice during sum of the 120total number of Shares then held by all over-day period following the Preemptive Periodsubscribing Stockholders.

Pre-emptive Rights. If the Company shall propose to issue or sell any securities (a) Subject other than in connection with an Excluded Issuance), it shall offer to Section 6(b) belowsell to each Member for cash a portion of such Securities equal to the Contribution Percentage of such Member, on the same terms and conditions and at the lowest price as such securities are offered for issuance or sale (if the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after offer the date of this Agreementsecurities for consideration other than cash, the Company will offer to sell to each Stockholder a number Fair Market Value of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would non-cash consideration shall be equal to the Ownership Ratio for such holder immediately prior to such issuance of securitiesdetermined as provided herein). The Company shall give notice of the proposed issuance of securities (the “Pre-emptive Rights Notice”) to each such holder at least Member not later than twenty (20) days prior written notice Business Days before the closing of any the proposed issuance, which notice . The Pre-emptive Rights Notice shall disclose in reasonable detail the proposed contain all material terms and conditions of such the issuance (and of the "Issuance Notice")securities to be issued. Each such Stockholder will be entitled Member may elect to purchase such securities at the same price, on the same terms (including, if more than one type exercise all or any portion of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued its rights under this Section 10.710.7 by delivery of irrevocable giving written notice (the "Election a “Pre-emptive Rights Exercise Notice"”) to the Company of such election within ten (10) days after delivery Business Days of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election NoticeCompany’s notice, stating the maximum amount of such securities it would like to purchase (to the extent that a Member desires to purchase securities not subscribed by other Members, it may specify an amount, up to the maximum amount of securities subject to such offering, greater than such Member’s Contribution Percentage). To the extent such Stockholders do that any Member does not elect to, or are not entitled to purchase all the maximum amount of securities offered to it by the Offered SharesCompany, then such unsubscribed securities shall be sold to any Members who subscribed for a number of securities greater than their respective Contribution Percentages, on a pro rata basis in accordance with the Company may issue the remaining Offered Shares respective amounts subscribed by such Members in excess of their respective Contribution Percentages. The closing of such offering of securities shall occur at a price such time and place and on such terms no more favorable to and conditions as determined by the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive PeriodMembers.

Pre-emptive Rights. Each Shareholder shall have a right of first refusal to purchase a pro rata portion (aas provided below) Subject to Section 6(b) below, if of any shares of capital stock of the Company or any other instrument which is exercisable or convertible into shares of the Company's capital stock which the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to sell to each Stockholder (a number of such securities ("Offered SharesProposed Sale") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities). The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail set forth the proposed material terms and conditions of the Proposed Sale and shall constitute an offer to sell such issuance (securities to the "Issuance Notice")respective Shareholders on such terms and conditions. Each Shareholder may accept such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued offer by delivery of irrevocable delivering a written notice (the "Election Notice") of acceptance to the Company of such election within ten (10) days after delivery receipt of the Issuance Notice (Company's notice of the "Preemptive Period")Proposed Sale. The pro rata portion of securities to be sold in the Proposed Sale that the respective Shareholders may acquire by exercise of his or its rights hereunder is the ratio that the number of shares of Common Stock owned by such Shareholder bears to the total number of shares of the Common Stock issued and outstanding before the Proposed Sale. If any Shareholder elects to exercise such Stockholder has elected to right of first refusal and does not complete the purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical securities within fifteen (15) days after the delivery of its written notice of acceptance to the Election Notice. To the extent such Stockholders do not elect toCompany, or are not entitled to purchase all of such later date as may be specified by the Offered SharesCompany, then the Company may issue complete the remaining Offered Shares at a price Proposed Sale on the terms and on terms no more favorable to the transferee(s) thereof conditions specified in the Issuance Notice during Company's notice to the 120-day period following Shareholders. The rights granted to the Preemptive PeriodShareholders pursuant to this Section 12 do not apply to (a) any Public Offering, and (b) any Proposed Sale (including the grant of stock options) of shares of Common Stock to employees (excluding Xxxxxxxxx) of the Company approved by the Company's Board of Directors pursuant to any equity incentive plan adopted by the company and approved by the shareholders, provided that the aggregate number of shares to be issued to such employees, inclusive of all shares previously issued to such employees, does not exceed 10% of the Company's then outstanding shares.

Pre-emptive Rights. (a) Subject to Except for Excluded Issuances (as defined below in Section 6(b) below5.5(d)), if the Company proposes issues any of its Common Stock, Series A Preferred or other equity securities, debt securities containing equity features or other securities or other rights convertible into or containing options or rights to issue acquire any such debt or equity securities (“Offered Securities”), the Company shall first offer, by written notice (a “Proposal Notice”), to sell to each holder of Series A Preferred Shares and the holder of the Warrant, a portion of such Offered Securities equal to the product of (i) the number of such Offered Securities and (ii) the quotient determined by dividing (A) the number of Conversion Common Shares held by such holder by (B) the number of shares of Common Stock or any then outstanding (calculated assuming the conversion into Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder all Series A Preferred Shares outstanding immediately prior to such proposed issuance and assuming the exercise of securitiesall securities then exercisable into Common Stock and the conversion of all securities then convertible into Common Stock). The Company Proposal Notice shall give be delivered to each such holder of Series A Preferred Shares at least twenty (20) days prior written notice of any to the proposed issuance, which notice issuance and shall disclose set forth in reasonable detail the proposed Offered Securities, the purchase price thereof, the payment terms and conditions such holder’s percentage allotment. During such 10-day period following delivery of such issuance the Proposal Notice (the "Issuance Notice"“Offer Period”). Each such Stockholder will , each holder of Series A Preferred Shares shall be entitled to purchase its portion of such securities Offered Securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a most favorable price and on the most favorable terms no more favorable as such Offered Securities are to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Periodbe offered to any other Person.

Pre-emptive Rights. (a) Subject If the Company shall propose to Section 6(b) belowissue or sell any securities (other than in connection with an Excluded Issuance), it shall offer to sell to each Member for cash a portion of such Securities equal to the Contribution Percentage of such Member, on the same terms and conditions and at the lowest price as such securities are offered for issuance or sale (if the Company proposes to issue any shares of Common Stock or any Common Stock Equivalents, in each case after offer the date of this Agreementsecurities for consideration other than cash, the Company will offer to sell to each Stockholder a number Fair Market Value of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would non-cash consideration shall be equal to the Ownership Ratio for such holder immediately prior to such issuance of securitiesdetermined as provided herein). The Company shall give notice of the proposed issuance of securities (the “Pre-emptive Rights Notice”) to each such holder at least Member not later than twenty (20) days prior written notice Business Days before the closing of any the proposed issuance, which notice . The Pre-emptive Rights Notice shall disclose in reasonable detail the proposed contain all material terms and conditions of such the issuance (and of the "Issuance Notice")securities to be issued. Each such Stockholder will be entitled Member may elect to purchase such securities at the same price, on the same terms (including, if more than one type exercise all or any portion of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued its rights under this Section 10.710.7 by delivery of irrevocable giving written notice (the "Election a “Pre-emptive Rights Exercise Notice"”) to the Company of such election within ten (10) days after delivery Business Days of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election NoticeCompany’s notice, stating the maximum amount of such securities it would like to purchase (to the extent that a Member desires to purchase securities not subscribed by other Members, it may specify an amount, up to the maximum amount of securities subject to such offering, greater than such Member’s Contribution Percentage). To the extent such Stockholders do that any Member does not elect to, or are not entitled to purchase all the maximum amount of securities offered to it by the Offered SharesCompany, then such unsubscribed securities shall be sold to any Members who subscribed for a number of securities greater than their respective Contribution Percentages, on a pro rata basis in accordance with the Company may issue the remaining Offered Shares respective amounts subscribed by such Members in excess of their respective Contribution Percentages. The closing of such offering of securities shall occur at a price such time and place and on such terms no more favorable to and conditions as determined by the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive PeriodMembers.

Pre-emptive Rights. (a) Subject to Section 6(bIf (and, for greater certainty, every time) below, if the Company Corporation proposes to issue issue, grant or sell any shares of Common Stock or any Common Stock Equivalents, in each case after the date of this Agreementsecurities, the Company will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal Corporation shall first give to the Ownership Ratio for such holder immediately prior to such issuance Investor, on behalf of securities. The Company shall give each such holder at least twenty (20) days prior the Investor and its affiliates, written notice of any proposed issuance, which notice shall disclose setting forth in reasonable detail the price and other terms on which such securities are proposed to be issued or sold, the terms of any such securities and conditions of such issuance the amount thereof proposed to be issued, granted or sold. The Investor and its affiliates shall thereafter have the pre-emptive right (the "Issuance NoticePre-emptive Right"). Each such Stockholder will be entitled , exercisable by written notice to the Corporation no later than fifteen (15) Business Days after the Corporation's notice is given, to purchase any or all of such securities at as the same price, on Investor and its affiliates set forth in such notice (provided that if the same terms (including, if more Investor and its affiliates wish to exercise the Pre-emptive Right in respect of greater than one type 75% of security is issuedthe securities subject thereto, the same proportionate mix Pre-Emptive Right must be exercised for 100% of such securities), at the price and on the other terms set forth in the Corporation's notice. Any notice by the Investor and its affiliates exercising the Pre-emptive Right to purchase securities shall constitute a commitment to purchase from the Corporation the securities specified in such notice, subject only to obtaining any necessary regulatory approvals. If the Investor and its affiliates exercise the Preemptive Right to the full extent and thereby commits to purchase all of the securities proposed to be issued, granted or sold by the Corporation, then the closing of the purchase of securities by the Investor and its affiliates shall take place on such date, no less than ten (10) and no more than fifteen (15) Business Days after the expiration of the fifteen (15) Business Day period referred to above (or, if all necessary regulatory approvals have not been obtained or received upon the expiry of such period, then such period shall be extended until such time as all necessary regulatory approvals have been obtained or received), as the Corporation may select, and the Corporation shall notify the Investor on behalf of the Investor and its affiliates of such closing at least five (5) Business Days prior thereto. If the Investor and its affiliates do not exercise the Pre-emptive Right to the full extent and thereby commit to purchase less than all of the securities proposed to be issues, granted or sold by the Corporation or do not exercise the Pre-emptive Right in any way, and the Corporation proposes to issue, grant or sell securities to persons other than the Investor and its affiliates, then the closing of the purchase of such securities shall take place at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company reasonable closing of such election within ten issuance, grant or sale (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any or, if all necessary regulatory approvals have not been obtained or received at such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Sharestime, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(sfive (5) thereof specified in the Issuance Notice during the 120-day period Business Days following the Preemptive Periodall necessary regulatory approvals being obtained or received).

Pre-emptive Rights. (a) Subject to Section 6(b) belowIn the event that, if after the Company Effective Date, and so long as the Investor holds any Sindu Equity, Sindu proposes to issue any shares New Securities (other than Exempted New Securities), the Investor shall have a preemptive right, to subscribe for a Pro Rata Share of Common Stock or such New Securities. Not less than fifteen (15) Business Days before a proposed issuance of New Securities (a “Proposed Issuance”), Sindu shall deliver to the Investor a written notice of the Proposed Issuance setting forth (i) the number, type and terms of the Securities to be issued, (ii) the consideration to be received by Sindu in connection with the Proposed Issuance and (iii) the identity of the allottees. Within ten (10) Business Days following delivery of the notice referred to in this Clause 4(e), the Investor, if it elects to exercise its rights under this Clause 4(e) shall give written notice to Sindu specifying the number of Securities to be purchased by the Investor (which shall not be greater than its Pro Rata Share of such New Securities) and Sindu shall issue and allot such number of New Securities to the Investor within five (5) Business Days thereafter, upon receipt of the consideration specified in the aforesaid notice. Provided further that Sindu shall not issue any Common Stock Equivalents, in each case New Securities after the date of execution of this Agreement, as mentioned above, till the Company will offer to sell to each Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuanceCompletion Date, which notice shall disclose as defined in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period.Subscription Agreement