Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. (a) During the term of this Agreement, the Company hereby grants to CBG and/or GCILP the right to purchase, directly or indirectly by another member of the CBG Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. (a) During Until the term of this AgreementTrigger Time, the Company hereby grants to CBG and/or GCILP Altria the right to purchase, directly or indirectly by another member of the CBG Altria Group, from time to time upon the occurrence of any Triggering Event Event, up to such number of Common Shares and/or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Altria Group immediately prior to the Triggering Event, result in the CBG Altria Group beneficially owning the Original Percentage of issued and outstanding Common Shares immediately after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive emptive Right, the purchase price per Pre-Emptive emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue Price; provided, however, in respect of each exercise of the Pre-Emptive emptive Right Securities in connection with the issuance of Common Shares pursuant to CBGthe Ginkgo Agreement, GCILP the purchase price per Pre-emptive Right Security shall be equal to $16.25 per Common Share, without any setoff, counterclaim, deduction or another member of the CBG Groupwithholding. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon Until the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this AgreementTrigger Time, the Company shall provide to CBG and GCILP Altria written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option Option, and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive emptive Right Securities which CBG and/or GCILP Altria shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price (if known at the time of the Triggering Event Notice and otherwise a good faith estimate of the range of the anticipated Triggering Event Price, which estimate shall not be conclusive of the final amount) and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common SharesDate. The Company shall also give CBG and GCILP Altria notice as promptly as practicable following the grant of a Special Option. (gd) Subject to the provisions of this Agreement, the Pre-Emptive emptive Right shall, in each instance, be exercisable by CBG and/or GCILP Altria at any time (i) during a period of 20 days fifteen Business Days following receipt of a Triggering Event Notice in accordance with Section 3.1(f3.1(c) if (or, in the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt case of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds relating to a “bought deal” offering, during a period of two Business Days following receipt of such Triggering Event are less than $90 millionNotice). During the period set forth in the preceding sentence, provided that if CBG and/or GCILP wish Altria wishes to exercise the Pre-Emptive emptive Right, CBG and/or GCILP Altria shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive emptive Right Securities that it will shall purchase and the member(s) of the CBG Altria Group to whom which such Pre-Emptive emptive Right Securities are to be issued, if other than CBG or GCILPAltria (it being understood and agreed that any Exercise Notice shall also be unconditional, except that Altria may condition the exercise of its Pre-emptive Rights on the consummation of the applicable Triggering Event). If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP Altria shall be deemed to have not exercised the Pre-Emptive emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive emptive Right shall be deemed to have expired in respect of such Triggering Event. (he) Subject to Applicable applicable Law, the Pre-Emptive emptive Right Closing of the issue of the Pre-Emptive emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon, subject to extension to obtain any required regulatory approval.

Pre-emptive Rights. (a) During The Stockholder and/or any one or more of its Subsidiaries designated by the term of this Agreement, Stockholder shall have the Company hereby grants option and right (but not the obligation) to CBG and/or GCILP the right to purchase, directly or indirectly participate in any Equity Issuance by another member of the CBG Group, from time to time upon the occurrence of any Triggering Event purchasing up to the Stockholder’s and such number Subsidiaries’ Pro Rata Portion of Common Shares and/or Convertible Securities issuable in connection with such Equity Issuance at the Triggering Event on Equity Issuance Price and otherwise upon the same terms and conditions as those issuable offered to other investors in connection the Equity Issuance. The Company shall take any and all actions, or cause such actions to be taken, as are necessary or appropriate to allow the Stockholder and/or its Subsidiaries, as applicable, to participate fully in every Equity Issuance in accordance with the Triggering Event (provisions of this Agreement, subject to compliance with applicable law and the “Pre-Emptive Right Securities”) listing standards of the NYSE or such other stock exchange upon which will, when added to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering EventStock is listed. (b) In respect the event the Company proposes to undertake an Equity Issuance, the Company shall, at least 15 Business Days (or in the case of each exercise an Equity Issuance pursuant to an underwritten offering, two Business Days) prior to the proposed Equity Issuance, give the Stockholder 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 a 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. The Stockholder and its Subsidiaries shall have 15 Business Days (or in the case of an Equity Issuance pursuant to an underwritten offering, two Business Days) from the date the Stockholder receives notice of the Pre-Emptive Right, proposed Equity Issuance to elect to purchase their Pro Rata Portion of such Equity Issuance for the purchase price per Pre-Emptive Right Security shall be equal consideration and upon the terms specified in the notice by giving written notice to the greater Company and stating therein the quantity of the Triggering Event Price and such price as may equity interests to be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Groupso purchased. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear In the event that neither the Stockholder nor any of its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to Subsidiaries exercise the Pre-Emptive Right right set forth in respect of any offering in which the Holder exercises its registration rights under Schedule A. (fSection 6.1(b) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice above within the applicable period set out aboveforth therein, CBG and GCILP the Company shall be deemed have 90 days thereafter to have not exercised sell the Pre-Emptive Right equity interests in respect of the Triggering Event to which such Triggering Event Notice relates pre-emptive rights were not exercised, at a price and upon general terms not materially more favorable to the Prepurchasers thereof than specified in the Company’s notice to the Stockholder (and in no event at a price less than the price specified in such notice). In the event that the Company has not sold the equity interests within such 90-Emptive Right day period, the Company shall be deemed to have expired in respect not thereafter issue or sell any equity interests without first again offering the applicable Pro Rata Portion of such Triggering Eventsecurities to the Stockholder and its Subsidiaries in the manner provided in this Section 6.1. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. (a) During the term of this AgreementFor so long as TPG, the Company hereby grants to CBG and/or GCILP the right to purchasetogether with its Affiliates, directly or indirectly by another member Beneficially Owns at least five percent (5%) of the CBG Groupoutstanding Common Stock on the basis of the number of shares of Common Stock issued and outstanding, from time and subject to time upon any rules of the occurrence NYSE that may limit or restrict such purchases, TPG or one or more TPG Affiliates designated by TPG shall have the option and right (but not the obligation) to participate (or nominate any of TPG’s Affiliates to participate) in any Triggering Event Equity Issuance by purchasing in the aggregate up to TPG’s and its Affiliates’ Pro Rata Portion of such number of Common Shares and/or Convertible Securities issuable in connection with Equity Issuance at the Triggering Event on same price and the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added offered to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result other investors in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering EventEquity Issuance. (b) In respect 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 each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Groupthis Agreement. (c) Except as otherwise specifically provided in this Article 3In the event the Company proposes to undertake an Equity Issuance, each Party the Company shall bear promptly give TPG prior written notice of its own expenses incurred in connection with this Article 3 and in connection with all obligations required intention, describing the type of equity interests, the price at which such securities are proposed to be performed 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. 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 provided by each the Company pursuant to this Section 3.1(b) by giving written notice to the Company and stating therein the quantity of them under equity interests to be purchased. Any such notice shall be irrevocable. Any purchase of Equity Interests by TPG and its Affiliates pursuant to this Article 3Section 3.1 shall occur contemporaneously with, and be subject to the same terms and conditions as, the closing of the sale of the Equity Interests by the Company to the other parties. (d) The Parties shall, purchase by TPG and its Affiliates of Equity Interests pursuant to this Section 3.1 shall be subject to their respective legal obligations the limitations on stock ownership set forth in the Company’s organizational documents; provided, that Company shall provide any necessary waiver of such limitations upon receipt of a representation letter from TPG and Applicable Lawits Affiliates (or updated representation letter, consult as the case may be, similar to the representation letter provided by TPG and its Affiliates in connection with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press releaseDistribution). (e) Neither CBG In the event that neither TPG nor GCILP shall be entitled to exercise any of its Affiliates exercises the Pre-Emptive Right right forth in respect of any offering in which this Section 3.1 within the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreementapplicable period as set forth above, the Company shall provide be permitted to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by sell the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right equity interests in respect of which such Triggering Event, specifying pre-emptive rights were not exercised. In the number of Pre-Emptive Right Securities event that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does has not receive an Exercise Notice in respect sold the equity interests within ninety (90) days of a Triggering Event Notice within the applicable period set out aboveits notice to TPG as contemplated by Section 3.1(b), CBG and GCILP for purposes of this Section 3.1 such proposed Equity Issuance shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates been terminated, and the Pre-Emptive Right Company shall be deemed provide TPG with a new notice prior to have expired in respect of such Triggering Eventundertaking a subsequent Equity Issuance. (hf) Subject The Company shall have the right, in its sole discretion, at all times prior to Applicable Lawconsummation of any proposed Equity Issuance giving rise to the rights granted by this Section 3.1, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date to abandon, withdraw or otherwise terminate such later date as the Parties may agree uponproposed Equity Issuance, without any liability to TPG or its Affiliates.

Pre-emptive Rights. (a1) During the term of this Agreementperiod from the Acquisition Effective Date until the End Date, the Company hereby grants to CBG and/or GCILP the Purchaser the right (the “Pre-Emptive Right”) to purchase, directly or indirectly by another member of the CBG Groupindirectly, from time to time time, upon the occurrence of any Triggering Issuance Event up to such number of Common Shares and/or Convertible Securities issuable or deliverable in connection with the Triggering such Issuance Event on the same terms and conditions as those issuable in connection with the Triggering Issuance Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group Purchaser immediately prior to the Triggering such Issuance Event, result in the CBG Group Purchaser beneficially owning the Original Percentage after giving effect to the issue issuance of all Common Shares to be issued or issuable (including pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering such Issuance Event. In the event that a Triggering an Issuance Event consists of an issue issuance or delivery of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP the Purchaser between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers or participants in respect of the Triggering such Issuance Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f2) During the term of this Agreementperiod from the Acquisition Effective Date until the End Date, the Company shall provide to CBG and GCILP the Purchaser written notice (a an “Triggering Issuance Event Notice”) as soon as practicable and in any event at least five Business Days prior to the earlier of (i) following a determination by the Company entering into an agreement to effect a Triggering issue, distribute or offer Securities pursuant to an Issuance Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and or (ii) following the exercise issuance of a Special Option. press release or other public disclosure of an intended Issuance Event. (3) Each Triggering Issuance Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP the Purchaser shall be entitled to purchase as a result of the applicable Triggering Issuance Event, a calculation demonstrating how such number was determined, the Triggering Event Price and price per Security to be issued pursuant to the anticipated Triggering Event Closing Date Issuance Event, the expected closing date, to the extent known at such time, and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g4) Subject to If the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it Purchaser wishes to exercise the Pre-Emptive Right in respect of such Triggering a particular Issuance Event, specifying the Purchaser shall give written notice to the Company (the “Exercise Notice”) of the exercise of such right and of the number of Pre-Emptive Right Securities that it will the Purchaser wishes to purchase and (i) subject to (ii) below, within five Business Days following the member(s) receipt by the Purchaser of the CBG Group Issuance Event Notice; or (ii) notwithstanding (i), in the event that the Issuance Event is a “bought deal” public offering to whom be completed by way of a short form prospectus (A) no later than 7:00 a.m. (eastern time) on the Business Day immediately following the date on which the Issuance Event Notice is received, provided it is received prior to 5:00 p.m. (eastern time) on such Business Day, or (B) no later than 5:00 p.m. (eastern time) on the Business Day immediately following the date on which the Issuance Event Notice is received, in the event it is received after 5:00 p.m. (in each of the aforementioned cases, the “Notice Period”), provided that where the Purchaser fails to provide an Exercise Notice within the time period specified in (ii) above but within the time period specified in (i) above, the Company shall, if requested by the Purchaser and subject to the receipt of all required regulatory approvals, sell such Pre-Emptive Right Securities are to be issued, if other than CBG the Purchaser on a private placement basis as soon as reasonably practicable following or GCILPconcurrent with the closing of such Issuance Event. If the Company Purchaser does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised exercise the Pre-Emptive Right Right, the Company may during the 60 day period following the end of the Notice Period proceed to implement the Issuance Event materially on the same terms (or on better terms to the Company) as were made available to the Purchaser and if the Issuance Event is not so implemented within the said 60 day period, the Company must again meet its obligations under this Section 2.7. (5) If the Company receives an Exercise Notice within the Notice Period, then the Company shall, subject to the receipt and continued effectiveness of all required regulatory approvals, which approvals the Company shall use all commercially reasonable efforts to promptly obtain (such efforts to include applying for any necessary price protection confirmations or seeking Shareholder approval (if required) in the manner described below) and the closing of the relevant Issuance Event, issue to the Purchaser, against payment of the price payable in respect thereof, that number of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired Securities set forth in respect of such Triggering Eventthe Exercise Notice. (h6) Subject If the Company is required, under applicable Laws to Applicable Law, seek Shareholder approval for the Pre-Emptive Right Closing of the issue issuance of the Pre-Emptive Right Securities to the Purchaser, then the Company shall occur on call and hold a meeting of its Shareholders to consider (and the Triggering Company shall recommend that Shareholders vote in favour of) the issuance of the Pre-Emptive Right Securities to the Purchaser, or at its option get written consent, if permitted, as soon as reasonably practicable and in any event such meeting shall be held within 65 days after the date that the Company is advised that it will require Shareholder approval. The Company shall solicit proxies from Shareholders for use at such meeting to obtain such approval; provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. The record date for voting at such Shareholder meeting shall be a date that is prior to the first closing date of the Issuance Event Closing Date (if the Company closes all or any part of the Issuance Event prior to obtaining Shareholder approval) unless the Company receives a voting agreement from each subscriber that acquires Securities pursuant to the Issuance Event prior to obtaining Shareholder approval pursuant to which voting agreement such later date as subscriber agrees to vote in favour of the Parties resolution approving the issuance of the Pre-Emptive Right Securities to the Purchaser. Subject to compliance with the above, the Company may agree uponclose the Issuance Event prior to obtaining Shareholder approval.

Pre-emptive Rights. (a) During If and for so long as the term Lender and its Affiliates own, directly or indirectly, 10% or more of this Agreementthe outstanding Common Shares of the Borrower on a non diluted basis (the "Pre-Emptive Rights Threshold"), the Company Borrower hereby grants to CBG and/or GCILP the Lender the right to purchase, directly or indirectly by another member any of the CBG Groupits Affiliates, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable in connection with the under such Triggering Event on the same terms and conditions as those issuable in connection with the to all other Persons under such Triggering Event (the “"Pre-Emptive Right Securities”") which will, when added to the Common Shares beneficially owned by the CBG Group Lender and its Affiliates on a non-diluted basis immediately prior to the Triggering Event, result in the CBG Group Lender and its Affiliates beneficially owning the Original Percentage same percentage of the outstanding Common Shares after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) under such Triggering Event, to a maximum number which shall not exceed of 20% or more of the issued and outstanding Common Shares on a non-diluted basis, unless any applicable approvals of the Exchanges are obtained and any related requirements are satisfied, including shareholder approval by the Borrower in connection accordance with Applicable Securities Legislation and the rules or policies of each applicable Exchange, if applicable. Upon written notice from the Lender that the Lender intends to acquire any Pre-Emptive Right Securities pursuant to this Section 8.6.1(a) that would result in the Lender exceeding the aforementioned 20% threshold, the Borrower shall use all commercially reasonable efforts to seek any shareholder approval required in accordance with the Triggering Eventrules and policies of each applicable Exchange. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP the Lender and its Affiliates between Common Shares and Convertible Securities on the same pro rata basis as are allocated to other subscribers under the Triggering Event. In connection with a Triggering Event that includes the issuance of Convertible Securities, the number of Convertible Securities to be issued and the non-diluted ownership of Common Shares of the Lender and its Affiliates as at completion of the Triggering EventEvent and the issue of Pre-Emptive Right Securities, will be calculated assuming the conversion or exercise into Common Shares of all Convertible Securities under the Triggering Event and the Pre-Emptive Right. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP the Lender or another member of the CBG Groupits Affiliates. (c) Except as otherwise specifically provided in this Article 3Section 8.6, each Party shall bear its own expenses incurred in connection with this Article 3 Section 8.6 and in connection with all obligations required to be performed by each of them under this Article 3Section 8.6. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 Section 8.6 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company The Borrower shall provide to CBG and GCILP the Lender written notice (a “"Triggering Event Notice”") as soon as practicable (i) following a determination by the Company Borrower to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP the Lender shall be entitled to purchase as a result of under the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (gf) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP the Lender at any time (i) during a period of 20 days 15 Business Days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million8.6.1(e), provided that if CBG and/or GCILP wish the Lender wishes to exercise the Pre-Emptive Right, CBG and/or GCILP the Lender shall deliver an irrevocable notice (an “"Exercise Notice”") in writing addressed to the Company Borrower confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) which of the CBG Group to whom Lender and/or its Affiliates such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company Borrower does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP the Lender shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (hg) Subject to Applicable LawLaw and the provisions of Section 8.6.2 below, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur promptly after delivery of the Exercise Notice on a date agreed by the Parties, which must be on or after the Triggering Event Closing Date or such later date as Date. Notwithstanding the Parties foregoing, Borrower may agree uponcomplete the issue and sale of securities under a Triggering Event prior to completion of the Pre-Emptive Right.

Pre-emptive Rights. (ai) During If the term Company proposes, on or after the date of this Agreement, to issue (the “Proposed Issue”) (a) any new Common Shares or preferred shares, (b) any securities convertible into or exchangeable into Common Shares or preferred shares (which preferred shares referred to in (a) and (b) above carry voting rights in general meetings of the Company) or (c) any warrants or other rights to subscribe for Common Shares or preferred shares (which preferred shares carry voting rights in general meetings of the Company) (“Relevant Securities”), the Company hereby grants shall notify the Investor in writing of such proposal (an “Issue Notice”). The Issue Notice shall specify the number and type of Relevant Securities to CBG and/or GCILP be offered by the Company and the material terms of the proposed offer (including the proposed completion date of such issue and the proposed price per Relevant Security to be paid by the proposed third party purchaser(s)). (ii) Subject to sub-paragraph (viii) below, the Investor shall have the right but not the obligation, at its option, to purchasesubscribe for: (1) whilst any Investor Convertible Preferred Shares issued to and beneficially held by the Investor (and/or the Permitted Transferee) remain unconverted, directly or indirectly by another member and to the extent that the percentage (the “Original Percentage”) of the CBG Groupissued share capital of the Company held by the Investor on a fully-diluted basis through such Investor Convertible Preferred Shares immediately prior to the Proposed Issue is reduced as a result of the issue of the Relevant Securities (having taken into account the adjustment (the “Resulting Adjustment”) to the conversion rate of the Convertible Preferred Shares as a result of the issuance of the Relevant Securities in accordance with Schedule A), from time to time upon the occurrence of any Triggering Event up to such number of Additional Convertible Preferred Shares (bearing the same conversion rate as the existing issued Convertible Preferred Shares having reflected the Resulting Adjustment) so as to enable the Investor to hold, after the issue of the Relevant Securities, a pro rata portion of the issued share capital of the Company (on a fully-diluted basis) equal to the Original Percentage. For the purpose of this paragraph, the Warrants and any Convertible Preferred Shares issuable thereunder shall be disregarded to the extent that the Warrants have not been exercised and Convertible Preferred Shares have not been issued thereunder; and (2) to the extent that any of the Investor Convertible Preferred Shares have been converted and the Investor is holding Common Shares and/or issued as a result of the said conversion (the “Converted Common Shares”), such number of additional Relevant Securities so as to enable the Investor to hold, after the issue of the Relevant Securities, a pro rata portion of the Relevant Securities equal to the percentage of the issued share capital of the Company represented by the Converted Common Shares then beneficially owned by the Investor immediately prior to the issuance of the Relevant Securities, by giving written notice to the Company of the exercise of this right within ten (10) Business Days (as defined below) of the giving of the Issue Notice. If such notice is not given by the Investor within such ten (10) Business Days, the Investor shall be deemed to have elected not to exercise its rights under this Section 4(i)(ii) with respect to the issuance described in that specific Issue Notice. The parties acknowledge that any rights of the Investor to subscribe for pursuant to this Section 4(i)(ii) will lapse if completion thereof does not occur simultaneously with the completion of the issue of Relevant Securities by the Company to third party purchaser(s) or at such other time and place as shall be mutually agreed by the Company and the Investor (which agreement shall not be unreasonably withheld), provided that if the reason for the Investor’s failure to complete by the time specified above is solely due to a delay of the Governmental Entity in granting the relevant authorisations, approvals, permits, qualifications or exemptions, the Investor shall notify the Company in writing at least seven (7) days prior to the completion of the issue of the Relevant Securities to extend the completion date for the Investor’s subscription to a date within three (3) months or such other reasonable period as may be mutually agreed between the parties following the completion of the issue of the Relevant Securities, after such period the right of the Investor to subscribe for securities pursuant to this Section 4(i)(ii) shall lapse. A notice given by the Investor pursuant to this section shall be irrevocable. (iii) For the purpose of Section 4(i)(ii)(1), the subscription price of each Additional Convertible Preferred Share to be issued to the Investor shall be equal to the subscription price of each Convertible Preferred Share issued at the Closing. The Investor shall enter into a subscription agreement for the subscription of the Additional Convertible Securities issuable in connection with the Triggering Event on containing the same terms and conditions as those issuable in connection the agreement entered into by the Company with the Triggering Event relevant investor(s) or the relevant issue documents (the “Pre-Emptive Right Securities”where applicable) which will, when added to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect relation to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Relevant Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event. (biv) In respect For the purpose of each exercise of the Pre-Emptive RightSection 4(i)(ii)(2), the purchase subscription price per Pre-Emptive Right Security shall be equal and other terms and conditions applicable to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Relevant Securities to CBG, GCILP or another member the Investor shall be the same as those applicable to the Proposed Issue. The Investor shall enter into a subscription agreement for the subscription of the CBG GroupRelevant Securities containing the same terms and conditions as the agreement to be entered into by the Company with the relevant investor(s) or the relevant issue documents (where applicable) in relation to the issue of the Relevant Securities. (cv) Except as otherwise specifically provided in this Article 3Subject to Section 4(i)(ii) above, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each the completion of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text Investor’s subscription of any written press release relating to this Article 3 the Additional Convertible Preferred Shares or the transactions contemplated hereby, before issuing any such press release. Relevant Securities (eas the case may be) Neither CBG nor GCILP pursuant to section 4(i)(ii) above shall be entitled to exercise occur simultaneously with the Pre-Emptive Right in respect completion of any offering in which the Holder exercises its registration rights under Schedule A. (f) During issue of Relevant Securities. For the term avoidance of this Agreementdoubt, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination completion by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Relevant Securities shall occur not be affected by the timing of the completion of any issue of the Additional Convertible Preferred Shares or the Relevant Securities (as the case may be) to the Investor. The Investor shall execute and deliver to the Company all transaction documents related to the Investor’s subscription of the Additional Convertible Preferred Shares or the Relevant Securities (as the case may be) as may be reasonably requested by the Company prior to the completion of the Investor’s subscription of the Additional Convertible Preferred Shares or the Relevant Securities (as the case may be). At such completion, the Investor shall deliver the aggregate subscription price for the Additional Convertible Preferred Shares or the Relevant Securities (as the case may be) to be subscribed by the Investor pursuant to Section 4(i)(ii) above. (vi) The provisions of Sections 4(i)(i) to 4(i)(v) shall not apply to: (1) the grant of any options, or the issue of any Relevant Securities pursuant to the exercise of share options granted (whether prior to or after the date of this Agreement), pursuant to any share purchase or share option plans of the Company in effect from time to time; (2) the issue of any Relevant Securities pursuant to any share incentive scheme operated by the Company from time to time; (3) the issue of any Common Shares or other securities pursuant to the conversion, exchange or exercise of any securities that were previously offered and/or issued to the Investor (including its Permitted Transferee, if applicable) as Relevant Securities; (4) any offer of the Relevant Securities open for a period fixed by the Board to holders of Common Shares on the Triggering Event Closing Date register of members on a fixed record date in proportion to their then holdings of Common Shares; provided that such offer of Relevant Securities is also made to the Investor; (5) an issue of Common Shares as fully paid to holders of Common Shares (including without limitation, Common Shares paid up out of distributable profits or reserves and/or share premium account issued in lieu of the whole or any part of any cash dividend and free distributions or bonus issue of Common Shares); provided that such later date issuance of Common Shares is also made to the Investor; (6) an issue of the Relevant Securities pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganisation or to a joint venture agreement; provided, that such issuance is approved by the Board; (7) an issue of the Relevant Securities to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or commercial loan transaction approved by at least two-thirds (2/3) of the Board (which shall, for the purposes of this Section 4(i)(vi)(7), exclude the Investor Nominee); (8) an issue of Relevant Securities in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by at least two-thirds (2/3) of the Board (which shall, for the purposes of this Section 4(i)(vi)(8), exclude the Investor Nominee); (9) an issue of Relevant Securities to suppliers or third party service providers in connection with the provisions of goods or services pursuant to transactions approved by at least two-thirds (2/3) of the Board (which shall, for the purposes of this Section 4(i)(vi)(9), exclude the Investor Nominee); (10) the issue of any Relevant Securities the issuance of which is specifically excluded from the provisions of this Section 4(i) by unanimous vote or unanimous written consent of the Board . (vii) The rights set forth in this Section 4(i) shall not apply with respect to and shall expire immediately prior to a transaction that would result in a change of control (as such term is defined under the Parties may agree uponHong Kong Takeovers Code).

Pre-emptive Rights. (a) During the term of this AgreementFor so long as TPG, the Company hereby grants to CBG and/or GCILP the right to purchasetogether with its Affiliates, directly or indirectly by another member Beneficially Owns at least ten percent (10%) of the CBG Groupoutstanding Common Stock on an as-converted basis, from time TPG or one or more TPG Affiliates designated by TPG shall have the option and right (but not the obligation) to time upon participate (or nominate any of TPG’s Affiliates to participate) in any Equity Issuance by purchasing in the occurrence of any Triggering Event aggregate up to TPG’s and its Affiliates’ Pro Rata Portion of such number of Common Shares and/or Convertible Securities issuable in connection with Equity Issuance at the Triggering Event on same price and the same terms and conditions as those issuable offered to other investors in the Equity Issuance; provided, that: (i) 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 a number of shares of Preferred Stock having, in the aggregate, a Liquidation Preference (as such term is defined in the articles supplementary establishing such Preferred Stock) equal to the aggregate value of the Pro Rata Portion of such Equity Issuance that TPG would have (had the conversion of the Preferred Stock been approved) otherwise been entitled to purchase, and (ii) if the Company’s stockholders (excluding TPG) have not approved the pre-emptive rights granted pursuant to this Section 3.1 at least once in the preceding five (5) years and the rules of the NYSE, at the time of such proposed Equity Issuance, requires such an approval, TPG’s option and right to participate (or nominate any of TPG’s Affiliates to participate) in any Equity Issuance consisting of Common Stock or Securities convertible into or exercisable for Common Stock shall be limited to an amount that shall not exceed one percent (1%) of the number of shares of Common Stock or one percent (1%) of the voting power of the Common Stock outstanding before the Equity Issuance (or such other amount as the NYSE may then require); provided, that the foregoing limitation shall not limit the rights of TPG set forth in Section 3.1(a)(i) to acquire up to their Pro Rata Portion of such Equity Issuance in the form of Series E Preferred Stock. 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. The Company further agrees to use reasonable best efforts to call and hold a meeting of the stockholders of the Company for the purpose of obtaining the Stockholder Approval with respect to the pre-emptive rights granted pursuant to this Section 3.1 (such a meeting, a “Stockholders Meeting”) as provided in Section 8.2 of the Purchase Agreement and at least once during each five (5) year period thereafter. Subject to the Company Board’s fiduciary duties, the proxy statement in connection with any such Stockholders Meeting shall include the Triggering Event (Company Board’s recommendation that the “Prestockholders vote in favor of such pre-Emptive Right Securities”) which will, when added emptive rights. TPG hereby agrees to furnish to the Common Shares beneficially owned by Company in writing all information concerning TPG and its Affiliates as the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) Company may reasonably request in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Eventany such Stockholders Meeting. (b) In respect of each exercise of the Pre-Emptive Rightevent the Company proposes to undertake an Equity Issuance, the purchase Company shall promptly give TPG prior written notice of its intention, describing the type of equity interests, the price per Pre-Emptive Right Security 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. 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 equal to the greater of the Triggering Event Price and such price as long as practicable, as may be prescribed by any securities regulator or stock exchange having jurisdiction over required in order for TPG and its Affiliates to participate in such proposed Equity Issuance) from the issue date TPG receives notice of the Pre-Emptive Right Securities proposed Equity Issuance to CBGelect to purchase 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 3.1(b) by giving written notice to the Company and stating therein the quantity of equity interests to be purchased. Any such notice shall be irrevocable. Any purchase of Equity Interests by TPG and its Affiliates pursuant to this Section 3.1 shall occur contemporaneously with, GCILP or another member and be subject to the same terms and conditions as, the closing of the CBG Groupsale of the Equity Interests by the Company to the other parties. (c) Except as otherwise specifically The purchase by TPG and its Affiliates of Equity Interests pursuant to this Section 3.1 shall be subject to the limitations on stock ownership set forth in the Company’s organizational documents; provided, that Company shall provide any necessary waiver of such limitations upon receipt of an updated representation letter similar to the representation letter provided in this Article 3, each Party shall bear by TPG and its own expenses incurred Affiliates in connection with this Article 3 and the Closing (as defined in connection with all obligations required to be performed by each of them under this Article 3the Purchase Agreement). (d) The Parties shallIn the event that neither TPG nor any of its Affiliates exercises the right forth in this Section 3.1 within the applicable period as set forth above, subject the Company shall be permitted to their respective legal obligations and Applicable Lawsell 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 TPG as contemplated by Section 3.1(b), consult with each otherfor purposes of this Section 3.1 such proposed Equity Offering shall be deemed to have been terminated, and use reasonable efforts the Company shall provide TPG with a new notice prior to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press releaseundertaking a subsequent Equity Issuance. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following have the grant right, in its sole discretion, at all times prior to consummation of a Special Option. (g) Subject any proposed Equity Issuance giving rise to the provisions of rights granted by this AgreementSection 3.1, the Pre-Emptive Right shallto abandon, in each instancewithdraw or otherwise terminate such proposed Equity Issuance, be exercisable by CBG and/or GCILP at without any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal liability to TPG or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Eventits Affiliates. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. (ai) During If the term Company proposes, on or after the date of this Agreement, the Company hereby grants to CBG and/or GCILP the right to purchase, directly or indirectly by another member of the CBG Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event issue (the “Pre-Emptive Right Proposed Issue”) (a) any new Common Shares or preferred shares, (b) any securities convertible into or exchangeable into Common Shares or preferred shares (which preferred shares referred to in (a) and (b) above carry voting rights in general meetings of the Company) or (c) any warrants or other rights to subscribe for Common Shares or preferred shares (which preferred shares carry voting rights in general meetings of the Company) (“Relevant Securities”), the Company shall notify the Investor in writing of such proposal (an “Issue Notice”). The Issue Notice shall specify the number and type of Relevant Securities to be offered by the Company and the material terms of the proposed offer (including the proposed completion date of such issue and the proposed price per Relevant Security to be paid by the proposed third party purchaser(s)). (ii) which will(1) Subject to sub-paragraph (viii) below, when added the Investor shall have the right but not the obligation, at its option, to subscribe for whilst any Investor Convertible Preferred Shares issued to and beneficially held by the Investor (and/or the Permitted Transferee) remain unconverted, and to the Common Shares beneficially owned extent that the percentage (the “Original Percentage”) of the issued share capital of the Company held by the CBG Group Investor on a fully-diluted basis through such Investor Convertible Preferred Shares immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises Proposed Issue is reduced as a result of the exercise issue of a Special Option and the Relevant Securities (iihaving taken into account the adjustment (the “Resulting Adjustment”) following to the exercise conversion rate of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase Convertible Preferred Shares as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions issuance of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice Relevant Securities in accordance with Section 3.1(f) if the gross proceeds of Schedule A), such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and Additional Convertible Preferred Shares (bearing the member(ssame conversion rate as the existing issued Convertible Preferred Shares having reflected the Resulting Adjustment) of so as to enable the CBG Group Investor to whom such Pre-Emptive Right Securities are to be issuedhold, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of after the issue of the PreRelevant Securities, a pro rata portion of the issued share capital of the Company (on a fully-Emptive Right Securities diluted basis) equal to the Original Percentage. For the purpose of this paragraph, the Warrants and any Convertible Preferred Shares issuable thereunder shall occur on be disregarded to the Triggering Event Closing Date or such later date as extent that the Parties may agree uponWarrants have not been exercised and Convertible Preferred Shares have not been issued thereunder.

Pre-emptive Rights. (a) During the term of this Agreement, the Company hereby grants to CBG and/or GCILP the right to purchase, directly or indirectly by another member of the CBG Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable or deliverable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue issuance or delivery of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers or participants in respect of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the such Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable practicable: (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. . (g) Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (gh) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and or (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (hi) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. (a) During In the term of this Agreement, event the Company transactions contemplated hereby grants give rise to CBG and/or GCILP the right to purchase, directly or indirectly by another member of the CBG Group, from time to time upon the occurrence any pre-emptive rights on behalf of any Triggering Event up Person to purchase shares of Series A Preferred Stock and such number of Common Shares and/or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned rights are validly exercised by the CBG Group immediately such Person prior to the Triggering EventInitial Closing, result to the extent necessary under the Certificate of Incorporation, the Bylaws, the NYSE Rules or applicable Law to permit the Initial Closing to occur without first obtaining the approval of the stockholders of the Company, the number of shares of Series A Preferred Stock to be purchased by the Investor pursuant to Section 2.01 hereof and the Initial Purchase Price each shall be reduced appropriately and a proportional increase shall be made in the CBG Group beneficially owning number of Option Shares that may be purchased by the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (Investor pursuant to Section 2.02 hereof and the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering EventOption Purchase Price. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or event the transactions contemplated hereby, before issuing hereby give rise to any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Prepre-Emptive Right in respect emptive rights on behalf of any offering Person to purchase shares of Series A Preferred Stock and such rights are validly exercised by such Person subsequent to the Initial Closing but prior to the Series A Shareholder Approval Date, as soon as practicable following the receipt by the Company of the consent of the Required Lenders (as defined in which the Holder exercises its registration rights under Schedule A. (f) During Credit Agreement), the term Investor shall return to the Company such number of this Agreementshares of Series A Preferred Stock purchased by the Investor pursuant to Section 2.01 that is necessary to permit the Company to satisfy such pre-emptive rights, the Company shall provide return to CBG and GCILP written notice (the Investor a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result corresponding portion of the exercise of Initial Share Purchase Price and a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice proportional increase shall include be made in the number of Pre-Emptive Right Securities which CBG and/or GCILP shall Option Shares that may be entitled purchased by the Investor pursuant to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price Section 2.02 hereof and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special OptionOption Purchase Price. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. (a) During the term of this Agreement, the Company hereby grants to CBG and/or GCILP the right to purchase, directly or indirectly by another member of the CBG Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable or deliverable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue issuance or - 15 - delivery of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers or participants in respect of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the such Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable practicable: (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. . (g) Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (gh) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and or (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (hi) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. Section 4.01 Pre-emptive Right for New Company Securities of the Company. (a) During The Company hereby grants the term Minority Shareholders, or their Permitted Transferee, as the case may be (each a “Pre-emptive Shareholder”), the right to purchase its pro rata portion of any new Common Stock or other equity of the Company (collectively, the “New Company Securities”) that the Company may from time to time propose to issue or sell to any party, including the Majority Shareholder, for cash other than Excluded Company Securities and Common Stock issued to the Majority Shareholder pursuant to Section 5.02. In furtherance of the pre-emptive rights set forth in this AgreementSection 4.01, in the event the Majority Shareholder proposes to issue any new equity of the Majority Shareholder to any party for cash, other than Excluded Parent Securities, the Company hereby grants agrees to CBG and/or GCILP grant each Pre-emptive Shareholder the right to purchase, directly or indirectly purchase its pro rata portion of a corresponding portion of New Company Securities by another member delivering notice of the CBG Groupproposed offering to the Pre-emptive Shareholders within five Business Days after the board of directors of the Majority Shareholder approves such sale or issuance and the Pre-emptive Shareholders shall have five Business Days to elect to exercise such right by delivering notice to the Majority Shareholder and the Company, from time which election shall be irrevocable. If the Pre-emptive Shareholders exercise their pre-emptive rights to time upon purchase the occurrence New Company Securities issued as a result of the issuance of new equity of the Majority Shareholder as contemplated above: (1) the Majority Shareholder shall reduce the amount of the proposed issuance of its equity by a percentage equal to the ownership percentage in the Company held by the Pre-emptive Shareholders immediately prior to such issuance, (2) the Majority Shareholder shall use the cash received in exchange for such issuance and sale to purchase New Company Securities (unless the board of directors of the Majority Shareholder determines in good faith that it is in the best interests of the Majority Shareholder, its stockholders and its Subsidiaries to use all or a portion of such cash for another purpose, in which case no New Company Securities shall be issued and no pre-emptive rights shall be applicable) and (3) each Pre-emptive Shareholder shall purchase additional New Company Securities at the same price per share as the New Company Securities purchased by the Majority Shareholder so as to allow the Pre-emptive Shareholder to maintain the same ratio of ownership of the Company as in effect immediately prior to such issuance of New Company Securities to the Majority Shareholder. In the event the Company issues New Company Securities other than Common Stock, the parties hereto agree to make all necessary changes to this Agreement in order to preserve the rights of the Shareholders hereunder or agree in good faith to the terms of a separate shareholders agreement to govern such New Company Securities. For the avoidance of doubt, (i) the Initial Shareholders, or their Permitted Transferee, as the case may be, shall only be permitted to exercise their pre-emptive rights under this Section 4.01 jointly and (ii) the pre-emptive rights set forth in this Section 4.01 shall not apply to the transactions contemplated by the Purchase Agreement. (b) The Company shall give written notice (an “Issuance Notice”) of any Triggering Event up proposed issuance or sale described in the first sentence of Section 4.01(a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such number of Common Shares and/or Convertible Securities issuable in connection with issuance or sale is approved. The Issuance Notice shall set forth the Triggering Event on the same material terms and conditions as those issuable of the proposed issuance, including: (i) the number of New Company Securities proposed to be issued and the percentage of the Company’s outstanding Common Stock, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall, for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) of any proposed issuance or sale described in connection with the Triggering Event first sentence of Section 4.01(a) above, have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Company Securities equal to the product of (x) the total number of New Company Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of shares of Common Stock owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Pre-Emptive Right Securitiesemptive Pro Rata Portion”) which will, when added by delivering a written notice to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering EventCompany. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the The Pre-Emptive Right emptive Shareholders election to purchase New Company Securities shall be allocated to CBG and/or GCILP between Common Shares binding and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3irrevocable. (d) The Parties shall, Company shall be free to complete the proposed issuance or sale of New Company Securities described in the Issuance Notice with respect to any New Company Securities not elected to be purchased pursuant to Section 4.01(c) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Company Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 30 Business Days after the expiration of the Exercise Period (subject to their respective legal obligations and Applicable Lawthe extension of such 30 Business Day period for a reasonable time not to exceed 60 Business Days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Company Securities within such time period, consult the Company shall not thereafter issue or sell any New Company Securities without first again offering such securities to the Shareholders in accordance with each other, and use reasonable efforts to agree upon the text of any written press release relating to procedures set forth in this Article 3 or the transactions contemplated hereby, before issuing any such press releaseSection 4.01. (e) Neither CBG nor GCILP Upon the consummation of the issuance of any New Company Securities in accordance with this Section 4.01, the Company shall deliver to each Pre-emptive Shareholder certificates (if any) evidencing the New Company Securities, which New Company Securities shall be entitled issued free and clear of any Liens (other than those arising hereunder and those attributable to exercise the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Company Securities shall be, upon issuance thereof to the Pre-Emptive Right in respect Shareholders and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Pre-Emptive Shareholder shall deliver to the Company the purchase price for the New Company Securities purchased by it by certified or official bank check or wire transfer of any offering in which immediately available funds. Each party to the Holder exercises its registration rights under Schedule A.purchase and sale of New Company Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate. (f) During Contemporaneously with the term issuance of this Agreementany New Company Securities pursuant to Section 4.01(a) to the Minority Shareholders or their Permitted Transferee, as the case may, the Company Majority Shareholder shall provide issue to CBG the Minority Shareholders or their Permitted Transferee, on a pro rata basis, a corresponding and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the identical number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result newly issued shares of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Parent Class B Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special OptionStock. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. (a1) During the term of this Agreementperiod from the Acquisition Effective Date until the End Date, the Company hereby grants to CBG and/or GCILP the Purchaser the right (the “Pre-Emptive Right”) to purchase, directly or indirectly by another member of the CBG Groupindirectly, from time to time time, upon the occurrence of any Triggering Issuance Event up to such number of Common Shares and/or Convertible Securities issuable or deliverable in connection with the Triggering such Issuance Event on the same terms and conditions as those issuable in connection with the Triggering Issuance Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group Purchaser immediately prior to the Triggering such Issuance Event, result in the CBG Group Purchaser beneficially owning the Original Percentage after giving effect to the issue issuance of all Common Shares to be issued or issuable (including pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering such Issuance Event. In the event that a Triggering an Issuance Event consists of an issue issuance or delivery of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP the Purchaser between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers or participants in respect of the Triggering such Issuance Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f2) During the term of this Agreementperiod from the Acquisition Effective Date until the End Date, the Company shall provide to CBG and GCILP the Purchaser written notice (a an “Triggering Issuance Event Notice”) as soon as practicable and in any event at least five Business Days prior to the earlier of (i) following a determination by the Company entering into an agreement to effect a Triggering issue, distribute or offer Securities pursuant to an Issuance Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and or (ii) following the exercise issuance of a Special Option. press release or other public disclosure of an intended Issuance Event. (3) Each Triggering Issuance Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP the Purchaser shall be entitled to purchase as a result of the applicable Triggering Issuance Event, a calculation demonstrating how such number was determined, the Triggering Event Price and price per Security to be issued pursuant to the anticipated Triggering Event Closing Date Issuance Event, the expected closing date, to the extent known at such time, and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g4) Subject to If the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it Purchaser wishes to exercise the Pre-Emptive Right in respect of such Triggering a particular Issuance Event, specifying the Purchaser shall give written notice to the Company (the “Exercise Notice”) of the exercise of such right and of the number of Pre-Emptive Right Securities that it will the Purchaser wishes to purchase and (i) subject to (ii) below, within five Business Days following the member(s) receipt by the Purchaser of the CBG Group Issuance Event Notice; or (ii) notwithstanding (i), in the event that the Issuance Event is a “bought deal” public offering to whom be completed by way of a short form prospectus (A) no later than 7:00 a.m. (eastern time) on the Business Day immediately following the date on which the Issuance Event Notice is received, provided it is received prior to 5:00 p.m. (eastern time) on such Business Day, or (B) no later than 5:00 p.m. (eastern time) on the Business Day immediately following the date on which the Issuance Event Notice is received, in the event it is received after 5:00 p.m. (in each of the aforementioned cases, the “Notice Period”), provided that where the Purchaser fails to provide an Exercise Notice within the time period specified in (ii) above but within the time period specified in (i) above, the Company shall, if requested by the Purchaser and subject to the receipt of all required regulatory approvals, sell such Pre-Emptive Right Securities are to be issued, if other than CBG the Purchaser on a private placement basis as soon as reasonably practicable following or GCILPconcurrent with the closing of such Issuance Event. If the Company Purchaser does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised exercise the Pre-Emptive Right Right, the Company may during the 60 day period following the end of the Notice Period proceed to implement the Issuance Event materially on the same terms (or on better terms to the Company) as were made available to the Purchaser and if the Issuance Event is not so implemented within the said 60 day period, the Company must again meet its obligations under this Section 2.7. (5) If the Company receives an Exercise Notice within the Notice Period, then the Company shall, subject to the receipt and continued effectiveness of all required regulatory approvals, which approvals the Company shall use all commercially reasonable efforts to promptly obtain (such efforts to include applying for any necessary price protection confirmations or seeking Shareholder approval (if required) in the manner described below) and the closing of the relevant Issuance Event, issue to the Purchaser, against payment of the price payable in respect thereof, that number of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired Securities set forth in respect of such Triggering Eventthe Exercise Notice. (h6) Subject If the Company is required, under applicable Laws to Applicable Law, seek Shareholder approval for the Pre-Emptive Right Closing of the issue issuance of the Pre-Emptive Right Securities to the Purchaser, then the Company shall occur on call and hold a meeting of its Shareholders to consider (and the Triggering Company shall recommend that Shareholders vote in favour of) the issuance of the Pre-Emptive Right Securities to the Purchaser, or at its option get written consent, if permitted, as soon as reasonably practicable and in any event such meeting shall be held within 65 days after the date that the Company is advised that it will require Shareholder approval. The Company shall solicit proxies from Shareholders for use at such meeting to obtain such approval; provided, however, that the Company shall not be required to engage a proxy solicitation agent or otherwise spend out-of-pocket amounts in respect of the foregoing unless the Purchaser previously provides the Company with sufficient amounts to cover such expenses. The record date for voting at such Shareholder meeting shall be a date that is prior to the first closing date of the Issuance Event Closing Date (if the Company closes all or any part of the Issuance Event prior to obtaining Shareholder approval) unless the Company receives a voting agreement from each subscriber that acquires Securities pursuant to the Issuance Event prior to obtaining Shareholder approval pursuant to which voting agreement such later date as subscriber agrees to vote in favour of the Parties resolution approving the issuance of the Pre- Emptive Right Securities to the Purchaser. Subject to compliance with the above, the Company may agree uponclose the Issuance Event prior to obtaining Shareholder approval.

Pre-emptive Rights. (a) During the term of this Agreement, the Company hereby grants to CBG and/or GCILP BSM the right to purchase, directly or indirectly by another member of the CBG BSM Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable or deliverable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG BSM Group immediately prior to the Triggering Event, result in the CBG BSM Group beneficially owning the Original Percentage Percentage, but not greater than the Original Percentage, after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue issuance or delivery of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP BSM between Common Shares and Convertible Securities on the same pro rata basis as are allocated to all other subscribers or participants in respect of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Pre- Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator regulatory authority or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP BSM or another member of the CBG BSM Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use commercially reasonable efforts to agree upon the text of any written press release relating to each transaction contemplated by this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP BSM written notice (a “Triggering Event Notice”) as soon as practicable (and in any event no fewer than 10 days (and reduced to five (5) days if the Triggering Event is a public offering that is a “bought deal” or “overnight marketed” financing) prior to the applicable Triggering Event Closing Date): (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. . (f) Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP BSM shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP BSM notice as promptly as practicable following the grant of a Special Option. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP BSM at any time (i) during a period of 20 days five (5) Business Days following receipt of a Triggering Event Notice in accordance with Section 3.1(f3.1(e) (and reduced to forty eight (48) hours (during Business Days) if the gross proceeds of such Triggering Event are equal to is a public offering that is a “bought deal” or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million“overnight marketed” financing), provided that if CBG and/or GCILP BSM wish to exercise the Pre-Emptive Right, CBG and/or GCILP BSM shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG BSM Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILPBSM. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP BSM shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired solely in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Pre- Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon. (i) Any dilution to the Percentage of Outstanding Subordinate Voting Shares resulting from the issuance of securities under a Triggering Event will be disregarded for purposes of determining the Percentage of Outstanding Subordinate Voting Shares in this Agreement prior to the later of (i) the expiration of the period to provide the Exercise Notice, and (ii) if BSM submits an Exercise Notice, the sale of the applicable Pre-Emptive Right Securities to BSM.

Pre-emptive Rights. (a) During If at any time, any outstanding Obligations of the term Borrower or any Corporate Guarantor under the Credit Agreement and the other Loan Documents remain due and owing to the Lender, or if the Lender and its Affiliates own, directly or indirectly, 5% or more of this Agreementthe outstanding Common Shares of the Borrower on a non-diluted basis (the "Pre-Emptive Rights Threshold"), the Company Borrower hereby grants to CBG and/or GCILP the Lender the right to purchase, directly or indirectly by another member any of the CBG Groupits Affiliates, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable in connection with the under such Triggering Event (the "Pre-Emptive Right Securities") on the same terms and conditions as those issuable in connection with the to all other Persons under such Triggering Event (provided that, if the “Pre-Emptive Right Securities”Borrower is prohibited by Applicable Securities Legislation or other Applicable Laws or the rules of any stock exchange from participating on the same terms and conditions under such Trigger Event, the Borrower shall use commercially reasonable efforts to enable the Lender to participate on terms and conditions that are as substantially similar as circumstances permit) which will, when added will allow the Lender to maintain the Common Shares beneficially owned by As-Converted Ownership of the CBG Group Lender immediately prior to the Triggering Event, to a maximum number which shall not exceed of 20% or more of the issued and outstanding Common Shares on a non-diluted basis, unless any applicable approvals of the Exchanges are obtained and any related requirements are satisfied, including shareholder approval by the Borrower in accordance with Applicable Securities Legislation and the rules or policies of each applicable Exchange, if applicable. Upon written notice from the Lender that the Lender intends to acquire any Pre-Emptive Right Securities pursuant to this Section 8.6.1(a) that would result in the CBG Group Lender exceeding the aforementioned 20% threshold, the Borrower shall (A) cause a resolution (the "Lender Ownership Resolution") to be put forth before the Borrower's shareholders at the Borrower's next meeting of shareholders (whether an annual general meeting or a special meeting) to seek requisite shareholder approval in order to permit the Lender to beneficially owning own 20% or more of the Original Percentage after giving effect to the issue of all outstanding Common Shares in compliance with Applicable Securities Legislation or other Applicable Laws or the rules of any stock exchange and acquire the number of Common Shares the Lender would have otherwise been able to be issued or issuable (pursuant acquire in order to allow the exercise, conversion or exchange Lender to maintain the As-Converted Ownership of Convertible Securities) in connection with the Lender immediately prior to the Triggering Event, but which were not issued to the Lender because of the aforementioned 20% threshold; (B) recommend shareholders to vote in favour of the Lender Ownership Resolution; (C) solicit proxies in support thereof (in accordance with past practice regarding solicitation at annual general meetings); and (iv) cause all votes received by proxy in favour of the Lender Ownership Resolution to be voted in favour of the Lender Ownership Resolution. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP the Lender and its Affiliates between Common Shares and Convertible Securities on the same pro rata basis as are allocated to other subscribers of under the Triggering Event. In connection with a Triggering Event that includes the issuance of Convertible Securities, the As-Converted Ownership of the Lender and the issue of Pre-Emptive Right Securities will be calculated assuming the conversion or exercise into Common Shares of all Convertible Securities under the Triggering Event and the Pre-Emptive Right. In connection with a Triggering Event whereby additional Common Shares and/or Convertible Securities are issued to any third parties upon the exercise of any other participation, top-up or pre-emptive rights provided by the Borrower to such third party (a "Third Party Pre-Emptive Right"), the As-Converted Ownership of the Lender and the issue of Pre-Emptive Right Securities will be calculated after taking into account all additional Common Shares and/or Convertible Securities that are issued pursuant to the exercise of any Third Party Pre-Emptive Right that are triggered as a result of a Triggering Event. For the purposes of this Section 8.6, the "As-Converted Ownership of the Lender" means, as at any date, the aggregate interest of the Lender and its Affiliates calculated as a percentage, (a) the numerator of which shall be the number of Common Shares and Convertible Securities otherwise beneficially owned or controlled by the Lender and its Affiliates, as at such relevant date, and (b) the denominator of which shall be the aggregate number of Common Shares outstanding of the Company, together with the Convertible Securities otherwise beneficially owned or controlled by the Lender and its Affiliates, as at such relevant date. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP the Lender or another member of the CBG Groupits Affiliates. (c) Except as otherwise specifically provided in this Article 3Section 8.6, each Party shall bear its own expenses incurred in connection with this Article 3 Section 8.6 and in connection with all obligations required to be performed by each of them under this Article 3Section 8.6. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 Section 8.6 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company The Borrower shall provide to CBG and GCILP the Lender written notice (a “"Triggering Event Notice”") as soon as practicable (i) following a determination by the Company Borrower to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result particulars of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Optionincluding [redacted]. (gf) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a The Triggering Event Notice in accordance with Section 3.1(f) if will specify the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise time within which the Pre-Emptive Right, CBG and/or GCILP if not exercised in whole or in part, will be deemed to be declined, which time shall be [redacted] (the "Notice Period"). (g) Notwithstanding Section 8.6.1(f), if the proposed Triggering Event to which such Triggering Event Notice is to be carried out is an a offering that may be launched in [redacted] according to usual market practice (including, without limitation, a "bought deal" or overnight marketed deal), then the Borrower may, in advance of providing the Triggering Event Notice contemplated in Section 8.6.1(e), provide advance notice of a proposed Triggering Event (the "Advance Triggering Event Notice") to the Lender. The Advance Triggering Event Notice must include [redacted]. In the event such an Advanced Triggering Event Notice is provided to the Lender, the Borrower may, [redacted], provide a subsequent Triggering Event Notice with respect to the Triggering Event that [redacted]. (h) Upon receipt of a Triggering Event Notice, the Lender may, in its discretion, at any time until the expiry of the Notice Period and deemed declination of the Triggering Event Notice as set forth Sections 8.6.1(f) and (g) above, deliver an irrevocable notice (subject to Section 8.6.2(c) below) (an “"Exercise Notice”") in writing addressed to the Company Borrower confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) which of the CBG Group to whom Lender and/or its Affiliates such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company Borrower does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period Notice Period set out above, CBG and GCILP the Lender shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event, and the Borrower shall be free to conduct the Triggering Event to which such Triggering Event Notice relates without the participation of the Lender. (hi) Subject to Applicable LawLaw and the provisions of Section 8.6.2 below, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur promptly after delivery of the Exercise Notice on a date agreed by the Parties, which must be on or after the Triggering Event Closing Date or such later date as Date. Notwithstanding the Parties foregoing, Borrower may agree uponcomplete the issue and sale of securities under a Triggering Event prior to completion of the Pre-Emptive Right.

Pre-emptive Rights. (a) During Each Stockholder (for the term purpose of this AgreementSection 7, the Company hereby grants to CBG and/or GCILP each a “Pre-Emptive Right Holder”) shall have the right to purchase, directly or indirectly by another member purchase such Pre-Emptive Right Holder’s Overall Percentage Interest (for the purpose of the CBG Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (this Section 7 the “Pre-Emptive Right SecuritiesAllocation”) which will), when added or any lesser number, of any new shares of Covered Stock that the Company may, from time to the Common Shares beneficially owned by the CBG Group immediately prior time, propose to the Triggering Eventsell and issue, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be each case, other than Excluded Securities and securities issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event stock splits, stock dividends and in-kind equity distributions (collectively, “New Securities”); provided, however, that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Allocation for each U.S. Situs Pritzker Stockholder may be increased or decreased by the agreement of such U.S. Situs Pritzker Stockholder so long as the aggregate number of New Securities that the U.S. Situs Pritzker Stockholders (as a group) have the right to acquire as Pre-Emptive Right Holders does not exceed the aggregate number of New Securities shall be allocated that all U.S. Situs Pritzker Stockholders have the right to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis acquire as are allocated Pre-Emptive Right Holders before any such increases or decreases to subscribers any Pre-Emptive Allocation of the Triggering Eventany U.S. Situs Pritzker Stockholder. (b) In the event the Company 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 twenty (20) days prior to such issuance), describing the New Securities and the price and terms upon which the Company 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 fifteen (15) days from the date of delivery of any such notice from the Company to agree to purchase a specified portion of such New Securities up to such Stockholder’s Pre-Emptive Allocation (as may be adjusted with respect of each exercise of to any U.S. Situs Pritzker Stockholder pursuant to Section 7(a)), for the price and upon the terms specified in the notice (provided that the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security Holders shall be equal entitled to pay cash in lieu of any non-cash consideration) by giving written notice to the greater Company and stating therein the quantity of the Triggering Event Price and such price as may New Securities to be prescribed by any securities regulator or stock exchange having jurisdiction over the issue purchased. If not all of the Pre-Emptive Right Holders elect to purchase their full Pre-Emptive Allocation of New Securities (as adjusted pursuant to Section 7(a)), then the Company shall notify in writing the fully-participating Pre-Emptive Right Holders and the fully-participating “Pre-Emptive Right Holders” pursuant to Section 7 of the 2010 Non-U.S. Stockholders’ Agreement 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 fully participating Pre-Emptive Right Holders and participating Non-U.S. Situs Pritzker Stockholders who are “Pre-Emptive Right Holders” pursuant to Section 7 of the 2010 Non-U.S. Stockholders’ Agreement) within five (5) days from the date of such notice from the Company by giving written notice to the Company and stating therein the quantity of unsubscribed New Securities to CBG, GCILP or another member of the CBG Groupbe purchased. (c) Except In the event that after said fifteen (15) day period (or, as otherwise specifically applicable, such 20-day period) there exists any amount of New Securities that have not been purchased pursuant to this Section 7 and Section 7 of the 2010 Non-U.S. Stockholders’ Agreement, the Company will have one hundred twenty (120) days thereafter to sell such unpurchased New Securities, at a price and upon such other terms no more favorable to the purchasers thereof than those specified in the Company’s notice. In the event the Company has not sold such New Securities within said 120-day period, the Company will not thereafter issue or sell any New Securities without first offering such New Securities to each Pre-Emptive Rights Holder in the manner provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3above. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon pre-emptive rights granted by this Section 7 shall be exercisable only by “accredited investors” as defined under Section 501 of Regulation D of the text Securities Act. In the event that exercise of a Pre-Emptive Right Holder’s right under this Section 7 would require under applicable law the registration or qualification of such securities or of any written press release relating Person as a broker or dealer or agent with respect to this Article 3 such securities where such registration or qualification is not otherwise required for the transactions contemplated herebyissuance, before issuing any such press releasePre-Emptive Right Holder shall not have the right to participate in the issuance. Without limiting the generality of the foregoing, other than pursuant to the Registration Rights Agreement and/or pursuant to Section 12 hereof, it is understood and agreed that the Company has no obligation to effect a registration of such securities under the Securities Act or similar state statutes. (e) Neither CBG nor GCILP The closing of any sale of New Securities shall be entitled on the date set forth in the notice provided by the Company pursuant to exercise the Section 7(b); provided, that such date shall be extended as to any participating Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. for up to forty (f40) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice days (a “Triggering Event Notice”) or such longer period as soon as practicable (i) following a determination may be approved by the Company to effect a Triggering EventCompany, other than a Triggering Event that arises as a result which approval shall not be unreasonably delayed or withheld) for purposes of obtaining any necessary approvals from Governmental Authorities. The exercise or non-exercise of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions rights of the Pre-Emptive Right Securities, if other than Common Shares. The Company Holders under this Section 7 shall also give CBG and GCILP notice as promptly as practicable following the grant not adversely affect their rights to participate in subsequent offerings of a Special OptionNew Securities subject to Section 7. (gf) Subject to The Company may condition the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue participation of the Pre-Emptive Right Holder upon the purchase by such Pre-Emptive Right Holder of any securities (including debt securities that are not otherwise Covered Stock) other than New Securities (“Other Securities”) in the event that the participation of any Person who is not a Pre-Emptive Right Holder in such issuance (a “Prospective Subscriber”) is so conditioned. In such case, each Pre-Emptive Right Holder exercising its right under this Section 7 shall acquire, together with the New Securities to be acquired by it, Other Securities in the same proportion to the New Securities to be acquired by it as the proportion of Other Securities to New Securities being acquired by a Prospective Subscriber in such issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to Pre-Emptive Right Holders exercising their rights under this Section 7, as the Prospective Subscriber shall be issued units of Subject Securities and Other Securities. (g) Notwithstanding the requirements of Section 7(b), in the event that the Board determines that there are circumstances which would materially disadvantage (1) the MDP Stockholders and the Non-MDP Stockholders in the same manner or (2) the Company, the Company may proceed with any issuance prior to having complied with the provisions of Section 7(b), provided, that the Company shall: (i) provide each Pre-Emptive Right Holder with (i) prompt notice of (which in any event shall be no less than five (5) Business Days after) such issuance and (ii) the notice described in Section 7(b) in which the actual price per unit of New Securities shall occur be set forth; (ii) offer to issue to such Pre-Emptive Right Holder such number of New Securities of the type issued in the issuance as may be requested by such Pre-Emptive Right Holder (not to exceed such Stockholder’s Pre-Emptive Allocation) on the Triggering Event Closing Date or same economic terms and conditions with respect to such later date securities as the Parties subscribers in the issuance (“Section 7(g) Subscribers”) received; (iii) keep such offer open for a period of ten (10) days, during which period, each such Pre-Emptive Right Holder may accept such offer by sending a written acceptance to the Company and stating therein the quantity of New Securities to be purchased, not to exceed such Stockholder’s Pre-Emptive Allocation; and (iv) repurchase from the Section 7(g) Subscribers such number of New Securities equal to the number of New Securities acquired by the Pre-Emptive Right Holders under this Section 7(g) at the actual price per unit of the applicable New Securities. (h) With respect to any issuance of Covered Stock, a Stockholder’s sole rights, and the Company’s sole obligations, are set forth in the provisions of this Section 7. The Stockholders further agree uponthat the rights conferred upon them by Section 7 are of significant value and shall forbear from bringing suit on any claim (whether from contract, fiduciary duty, or otherwise) arising out of an issuance approved by the Non-MDP Stockholders and the MDP Stockholders in accordance with Section 9. Any issuance of Covered Stock conducted in accordance with this Section 7 shall be presumed to be entirely fair, and any party bringing suit in connection with such issuance shall have the burden of establishing unfairness.

Pre-emptive Rights. (a) During the term of this Agreement, the Company hereby grants to CBG and/or GCILP Archerwill the right to purchase, directly or indirectly by another member of the CBG Archerwill Group, from time to time upon the occurrence of any Triggering Event Event, up to such number of Common Shares and/or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Archerwill Group immediately prior to the Triggering Event, result in the CBG Archerwill Group beneficially owning the Original Percentage immediately after giving effect to the issue of all Common Shares and/or Convertible Securities to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive emptive Right, the purchase price per Pre-Emptive emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG GroupPrice. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP Archerwill written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option Option, and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive emptive Right Securities which CBG and/or GCILP Archerwill shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price (if known at the time of the Triggering Event Notice and otherwise a good faith estimate of the range of the anticipated Triggering Event Price, which estimate shall not be conclusive of the final amount), the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP Archerwill notice as promptly as practicable following the grant of a Special Option. (gd) Subject to the provisions of this Agreement, the Pre-Emptive emptive Right shall, in each instance, be exercisable by CBG and/or GCILP Archerwill at any time (i) during a period of 20 days 15 Business Days following receipt of a Triggering Event Notice in accordance with Section 3.1(f4.1(c) if (or, in the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt case of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds relating to a “bought deal” offering, during a period of 5 Business Days following receipt of such Triggering Event are less than $90 millionNotice). During the period set forth in the preceding sentence, provided that if CBG and/or GCILP wish Archerwill wishes to exercise the Pre-Emptive emptive Right, CBG and/or GCILP Archerwill shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive emptive Right Securities that it will shall purchase and the member(s) of the CBG Archerwill Group to whom which such Pre-Emptive emptive Right Securities are to be issued, if other than CBG or GCILPArcherwill (it being understood and agreed that any Exercise Notice shall also be unconditional, except that Archerwill may condition the exercise of its Pre-emptive Rights on the consummation of the applicable Triggering Event). If Provided that the Company has provided Archerwill with the Triggering Event Notice in compliance with all of the requirements of this Agreement, if the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP Archerwill shall be deemed to have not exercised the Pre-Emptive emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive emptive Right shall be deemed to have expired in respect of such Triggering Event. (he) Subject to Applicable applicable Law, the Pre-Emptive emptive Right Closing of the issue of the Pre-Emptive emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon, subject to extension to obtain any required regulatory approval.

Pre-emptive Rights. ‌ (a1) During the term of this Agreementperiod from the Acquisition Effective Date until the End Date, the Company hereby grants to CBG and/or GCILP the Purchaser the right (the “Pre-Emptive Right”) to purchase, directly or indirectly by another member of the CBG Groupindirectly, from time to time time, upon the occurrence of any Triggering Issuance Event up to such number of Common Shares and/or Convertible Securities issuable or deliverable in connection with the Triggering such Issuance Event on the same terms and conditions as those issuable in connection with the Triggering Issuance Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group Purchaser immediately prior to the Triggering such Issuance Event, result in the CBG Group Purchaser beneficially owning the Original Percentage after giving effect to the issue issuance of all Common Shares to be issued or issuable (including pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering such Issuance Event. In the event that a Triggering an Issuance Event consists of an issue issuance or delivery of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common the Purchaser between‌ Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers or participants in respect of the Triggering such Issuance Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f2) During the term of this Agreementperiod from the Acquisition Effective Date until the End Date, the Company shall provide to CBG and GCILP the Purchaser written notice (a an “Triggering Issuance Event Notice”) as soon as practicable and in any event at least five Business Days prior to the earlier of (i) following a determination by the Company entering into an agreement to effect a Triggering issue, distribute or offer Securities pursuant to an Issuance Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and or (ii) following the exercise issuance of a Special Option. press release or other public disclosure of an intended Issuance Event.‌ (3) Each Triggering Issuance Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP the Purchaser shall be entitled to purchase as a result of the applicable Triggering Issuance Event, a calculation demonstrating how such number was determined, the Triggering Event Price and price per Security to be issued pursuant to the anticipated Triggering Event Closing Date Issuance Event, the expected closing date, to the extent known at such time, and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g4) Subject to If the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it Purchaser wishes to exercise the Pre-Emptive Right in respect of such Triggering a particular Issuance Event, specifying the Purchaser shall give written notice to the Company (the “Exercise Notice”) of the exercise of such right and of the number of Pre-Emptive Right Securities that it will the Purchaser wishes to purchase and (i) subject to (ii) below, within five Business Days following the member(s) receipt by the Purchaser of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Issuance Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.Notice; or‌

Pre-emptive Rights. (a) During If the term Company shall, other than pursuant to any Excluded Issuance, issue any of this Agreementits Voting Securities or Convertible Securities, the Company hereby grants to CBG and/or GCILP Funds shall have the right to purchase, directly purchase for cash the number or indirectly by another member amount of the CBG Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Voting Securities or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions at the same price as those issuable the issue price of such Voting Security or Convertible Security (if such Voting Security or Convertible Security is to be issued for consideration other than cash, at a cash price equal to the fair market value of such non-cash consideration on the date the Company first agrees to issue such Voting Securities or Convertible Securities) so that, after the issuance of all such Voting Securities or Convertible Securities, the Funds would, in the aggregate, hold the same proportional interest of such equity securities (or, in the case of Convertible Securities, to be outstanding upon conversion or exercise of all such Convertible Securities) as is held by it prior to the issuance of any such additional equity securities or Convertible Securities. An "Excluded Issuance" means any issuance of Voting Securities or Convertible Securities pursuant to (i) any Common Stock Plan, (ii) upon conversion of Convertible Securities of the Company outstanding on the date hereof, (iii) upon an offering or sale to the public registered under the 1933 Act, (iv) pursuant to a stock dividend or stock split or other subdivision or recombination of Voting Securities, (v) in connection with any Acquisition or financing pursuant to an Acquisition, where the issuance is not registered at the time of such issuance under the 1933 Act, (vi) in connection with any equipment financing, collaborative arrangement or bank financing not intended to provide equity financing, or (vii) any issuance pursuant to the Letter of Intent between the Company and the Shady Grove Shareholders (as defined therein) dated January 22, 1998, in connection with the Triggering Event acquisition of Shady Grove (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Eventas defined therein). In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide proposes to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g) Subject issue securities subject to the provisions of this AgreementSection 8.3, the Company shall promptly deliver written notice (a "Pre-emptive Rights Notice") of such proposed issuance to the Funds setting forth the material terms and price. Each Fund's right to purchase securities under this Section 8.3 with respect to any issuance of securities shall terminate 15 days after the delivery of the Pre-Emptive Right shall, emptive Rights Notice unless the Funds elect to purchase securities pursuant to such Notice by sending written notice to the Company prior thereto. The rights of the Funds under this Section 8.3 shall terminate in each instance, be exercisable by CBG and/or GCILP at any time their entirety upon the earlier of (i) during a period the fifth anniversary of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; Closing Date and (ii) during a period the Fund's ownership of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are Voting Securities is less than $90 million, provided that if CBG and/or GCILP wish to exercise 2% of the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the outstanding number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering EventVoting Securities. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. If the Company proposes, following the date hereof, to issue any new Common Shares, any securities convertible or exchangeable into Common Shares, or any warrants or other rights to subscribe for Common Shares (a) During the term of this Agreement“Relevant Securities”), the Company hereby grants shall notify Acquiror in writing of such proposal (an “Issue Notice”). The Issue Notice shall specify the number and type of Relevant Securities to CBG and/or GCILP be offered by the Company and the material terms of the proposed offer (including the proposed price per Relevant Security to be paid by the proposed third party purchaser(s)). (i) Subject to Section 4(g)(vi) below, the Acquiror shall have the right to purchase, directly or indirectly by another member of the CBG Group, from time to time upon the occurrence of any Triggering Event up to purchase such number of the Relevant Securities which are the subject of the Issue Notice so as to enable the Acquiror to hold, after the issue of the Relevant Securities, a pro rata portion of the Relevant Securities equal to the percentage of the issued share capital of the Company then beneficially owned by the Acquiror prior to the issuance of the Relevant Securities, provided that the Acquiror maintains an ownership interest equal to at least half of the New Common Shares and/or Convertible acquired hereunder (as appropriately adjusted for share splits, share consolidation, share dividends, recapitalizations and the like), in each case 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 ten (10) Business Days (as defined below) of the giving of the Issue Notice. If such notice is not given by the Acquiror within such ten (10) Business Days (as defined below), the Acquiror shall be deemed to have elected not to exercise its rights under this Section 4(g) with respect to the issuance described in that specific Issue Notice. The parties acknowledge that any rights of the Acquiror to purchase the Relevant Securities issuable in connection pursuant to this Section 4(g) will lapse if completion thereof does not occur simultaneously with the Triggering Event Acquiror’s completion of the offering of Relevant Securities (or such later date as specified in Section 4(g)(vi) below) or at such other time and place as shall be mutually agreed by the Company and the Acquiror, provided that if the reason for the Acquiror’s failure to complete by the time specified above is solely due to a delay of the Governmental Entity in granting the relevant authorizations, approvals, permits, qualifications or exemptions, the Acquiror shall notify the Company in writing at least seven (7) days prior to the completion of the offering of the Relevant Securities to extend the completion date for Acquiror to a date within three (3) months or such other reasonable period as may be mutually agreed between the parties following the completion of the issue of the Relevant Securities, after such period the right of the Acquiror to purchase the Relevant Securities pursuant to this Section 4(g) shall lapse. A notice given by the Acquiror pursuant to this Section 4(g) shall be irrevocable. (ii) Subject to Section 4(g)(i) above, the completion of the Acquiror’s purchase of Relevant Securities pursuant to this Section 4(g) shall occur simultaneously with the completion of the offering of Relevant Securities. For the avoidance of doubt, the completion by the Company of the offering of the Relevant Securities shall not be affected by the timing of the completion of any issue of the Relevant Securities to the Acquiror. The Acquiror shall execute and deliver to the Company all transaction documents related to Acquiror’s purchase of Relevant Securities as may be reasonably requested by the Company prior to the completion of the Acquiror’s purchase of Relevant Securities. At such completion, the Acquiror shall deliver the aggregate purchase price for the Relevant Securities to be purchased by the Acquiror pursuant to this Section 4(g). (iii) Any Common Shares issued to the Acquiror pursuant to this Section 4(g) shall be issued on the same terms and subject to the same conditions as those issuable the Relevant Securities are issued to any proposed third party purchaser(s), such terms and conditions being set out in the Issue Notice. (iv) The provisions of Section 4(g)(i) to (iii) shall not apply to: (1) the grant of any options, or the issue of any Relevant Securities pursuant to the exercise of share options granted (whether prior to or after the date of this Agreement), pursuant to any share purchase or share option plans of the Company in effect from time to time; (2) the issue of any Relevant Securities pursuant to any share incentive scheme operated by the Company from time to time; (3) the issue of any Common Shares or other securities pursuant to the conversion, exchange or exercise of any securities that were previously offered and/or issued to the Acquiror as Relevant Securities; (4) any offer of the Relevant Securities open for a period fixed by the Board to holders of Common Shares on the register of members on a fixed record date in proportion to their then holdings of Common Shares; provided that such offer of Relevant Securities is also made to the Acquiror; (5) an issue of Common Shares as fully paid to holders of Common Shares (including without limitation, Common Shares paid up out of distributable profits or reserves and/or share premium account issued in lieu of the whole or any part of any cash dividend and free distributions or bonus issue of Common Shares); provided that such issuance of Common Shares is also made to the Acquiror; (6) an issue of the Relevant Securities pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement; provided that such issuance is approved by the Board; (7) an issue of the Relevant Securities to banks, equipment lessors or other financial institutions pursuant to a commercial leasing or commercial loan transaction approved by the Board; (8) an issue of Relevant Securities in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board; or (9) an issue of Relevant Securities to suppliers or third party service providers in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added provisions of goods or services pursuant to the Common Shares beneficially owned transactions approved by the CBG Group Board. (v) The rights set forth in this Section 4(g) shall not apply with respect to and shall expire immediately prior to the Triggering Event, a transaction that would result in a change of control (as such term is defined under the CBG Group beneficially owning Hong Kong Takeovers Code). (vi) The Company and Acquiror acknowledge and agree that the Original Percentage after giving Acquiror’s exercise of the rights in this Section 4(g) shall in all cases be subject to compliance with the rules, regulations, laws and requirements of applicable government and regulatory bodies, including the Hong Kong Listing Rules, the Hong Kong Takeovers Code, the Stock Exchange of Hong Kong Limited and the Securities and Futures Commission of Hong Kong (including, where applicable, any requirements to obtain the approval of the shareholders of the Company) (“Applicable Law”), and shall take such steps reasonably necessary to give effect to the issue of rights contained in this Section 4(g) in compliance with Applicable Law, provided that all Common Shares costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred by the Company shall be resolved in a manner consistent with any terms agreed to be issued or issuable (pursuant by the Company and the other potential investor(s) with respect to the exercise, conversion or exchange of Convertible Securities) issuance described in connection with the Triggering Eventrelevant Issue Notice. In the event that a Triggering Event consists case of an issue any issuance of both Common Shares and Convertible SecuritiesRelevant Securities prior to the consummation of the Closing, the Pre-Emptive Right issuance of the Relevant Securities to be acquired by the Acquiror pursuant to this Section 4(g) shall be allocated to CBG and/or GCILP between Common Shares deferred until, and Convertible Securities on shall be conditioned upon, the same pro rata basis as are allocated to subscribers consummation of the Triggering EventClosing. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP at any time (i) during a period of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million, provided that if CBG and/or GCILP wish to exercise the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. (a) During If the term Company shall, other than pursuant to any Excluded Issuance, issue any of this Agreementits Voting Securities or Convertible Securities, the Company hereby grants to CBG and/or GCILP Funds shall have the right to purchase, directly purchase for cash the number or indirectly by another member amount of the CBG Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Voting Securities or Convertible Securities issuable in connection with the Triggering Event on the same terms and conditions at the same price as those issuable the issue price of such Voting Security or Convertible Security (if such Voting Security or Convertible Security is to be issued for consideration other than cash, at a cash price equal to the fair market value of such non-cash consideration on the date the Company first agrees to issue such Voting Securities or Convertible Securities) so that, after the issuance of all such Voting Securities or Convertible Securities, the Funds would, in the aggregate, hold the same proportional interest of such equity securities (or, in the case of Convertible Securities, to be outstanding upon conversion or exercise of all such Convertible Securities) as is held by it prior to the issuance of any such additional equity securities or Convertible Securities. An "Excluded Issuance" means any issuance of Voting Securities or Convertible Securities pursuant to (i) any Common Stock Plan, (ii) upon conversion of Convertible Securities of the Company outstanding on the date hereof, (iii) upon an offering or sale to the public registered under the 1933 Act, (iv) pursuant to a stock dividend or stock split or other subdivision or recombination of Voting Securities, (v) in connection with any Acquisition or financing pursuant to an Acquisition, where the issuance is not registered at the time of such issuance under the 1933 Act, (vi) in connection with any equipment financing, collaborative arrangement or bank financing not intended to provide equity financing, or (vii) any issuance pursuant to the Letter of Intent between the Company and the Shady Grove Shareholders (as defined therein) dated January 22, 1998, in connection with the Triggering Event acquisition of Shady Grove (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Group immediately prior to the Triggering Event, result in the CBG Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Eventas defined therein). In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers of the Triggering Event. (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP or another member of the CBG Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP shall be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide proposes to CBG and GCILP written notice (a “Triggering Event Notice”) as soon as practicable (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP notice as promptly as practicable following the grant of a Special Option. (g) Subject issue securities subject to the provisions of this AgreementSection 8.03, the Company shall promptly deliver written notice (a "Pre-emptive Rights Notice") of such proposed issuance to the Funds setting forth the material terms and price. Each Fund's right to purchase securities under this Section 8.03 with respect to any issuance of securities shall terminate 15 days after the delivery of the Pre-Emptive Right shall, emptive Rights Notice unless the Funds elect to purchase securities pursuant to such Notice by sending written notice to the Company prior thereto. The rights of the Funds under this Section 8.03 shall terminate in each instance, be exercisable by CBG and/or GCILP at any time their entirety upon the earlier of (i) during a period the fifth anniversary of 20 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; Closing Date and (ii) during a period the Fund's ownership of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are Voting Securities is less than $90 million, provided that if CBG and/or GCILP wish to exercise 2% of the Pre-Emptive Right, CBG and/or GCILP shall deliver an irrevocable notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the outstanding number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Group to whom such Pre-Emptive Right Securities are to be issued, if other than CBG or GCILP. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering EventVoting Securities. (h) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.

Pre-emptive Rights. ‌ (a) During the term of this Agreement, the Company hereby grants to CBG and/or GCILP Wayland the right to purchase, directly or indirectly by another member of the CBG Wayland Group, from time to time upon the occurrence of any Triggering Event up to such number of Common Shares and/or Convertible Securities issuable or deliverable in connection with the Triggering Event on the same terms and conditions as those issuable in connection with the Triggering Event (the “Pre-Emptive Right Securities”) which will, when added to the Common Shares beneficially owned by the CBG Wayland Group immediately prior to the Triggering Event, result in the CBG Wayland Group beneficially owning the Original Percentage after giving effect to the issue of all Common Shares to be issued or issuable (pursuant to the exercise, conversion or exchange of Convertible Securities) in connection with the Triggering Event. In the event that a Triggering Event consists of an issue issuance or delivery of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to CBG and/or GCILP Wayland between Common Shares and Convertible Securities on the same pro rata basis as are allocated to subscribers or participants in respect of the Triggering Event.Event.‌ (b) In respect of each exercise of the Pre-Emptive Right, the purchase price per Pre-Pre- Emptive Right Security shall be equal to the greater of the Triggering Event Price and such price as may be prescribed by any securities regulator or stock exchange having jurisdiction over the issue of the Pre-Emptive Right Securities to CBG, GCILP Wayland or another member of the CBG Wayland Group. (c) Except as otherwise specifically provided in this Article 3, each Party shall bear its own expenses incurred in connection with this Article 3 and in connection with all obligations required to be performed by each of them under this Article 3. (d) The Parties shall, subject to their respective legal obligations and Applicable Law, consult with each other, and use reasonable efforts to agree upon the text of any written press release relating to this Article 3 or the transactions contemplated hereby, before issuing any such press release. (e) Neither CBG nor GCILP Wayland shall not be entitled to exercise the Pre-Emptive Right in respect of any offering in which the Holder it exercises its registration rights under Schedule A. (f) During the term of this Agreement, the Company shall provide to CBG and GCILP written notice to Wayland (a “Triggering Event Notice”) as soon as practicable possible: (i) following a determination by the Company to effect a Triggering Event, other than a Triggering Event that arises as a result of the exercise of a Special Option and (ii) following the exercise of a Special Option. Option.‌ (g) Each Triggering Event Notice shall include the number of Pre-Emptive Right Securities which CBG and/or GCILP Wayland shall be entitled to purchase as a result of the applicable Triggering Event, a calculation demonstrating how such number was determined, the Triggering Event Price and the anticipated Triggering Event Closing Date and the terms and conditions of the Pre-Emptive Right Securities, if other than Common Shares. The Company shall also give CBG and GCILP Wayland notice as promptly soon as practicable possible following the grant of a Special Option. (gh) Subject to the provisions of this Agreement, the Pre-Emptive Right shall, in each instance, be exercisable by CBG and/or GCILP Wayland at any time (i) during a period of 20 30 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are equal to or greater than $90 million; and (ii) during a period of 12 days following receipt of a Triggering Event Notice in accordance with Section 3.1(f) if the gross proceeds of such Triggering Event are less than $90 million), provided that if CBG and/or GCILP wish Wayland wishes to exercise the Pre-Emptive Right, CBG and/or GCILP Wayland shall deliver an irrevocable a notice (an “Exercise Notice”) in writing addressed to the Company confirming that it wishes to exercise the Pre-Emptive Right in respect of such Triggering Event, specifying the number of Pre-Emptive Right Securities that it will purchase and the member(s) of the CBG Wayland Group to whom such Pre-Pre- Emptive Right Securities are to be issued, if other than CBG or GCILPWayland. If the Company does not receive an Exercise Notice in respect of a Triggering Event Notice within the applicable period set out above, CBG and GCILP Wayland shall be deemed to have not exercised the Pre-Emptive Right in respect of the Triggering Event to which such Triggering Event Notice relates and the Pre-Emptive Right shall be deemed to have expired in respect of such Triggering Event.Event.‌ (hi) Subject to Applicable Law, the Pre-Emptive Right Closing of the issue of the Pre-Pre- Emptive Right Securities shall occur on the Triggering Event Closing Date or such later date as the Parties may agree upon.