Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. (1) Except for (i) (A) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).

Pre-emptive Rights. (1a) Except for (iSubject to Section 6(b) (A) below, if the issuance of Company proposes to issue any shares of Common Stock or options or rights any Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to purchase those shares pursuant sell to any present or future employee, director or consultant benefit plan, program or practice each Stockholder a number of or assumed by such securities ("Offered Shares") so that the Corporation or any of its subsidiaries or (B) Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period. (b) The rights contained in Section 6(a) shall not apply to the issuance of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding Common Stock Equivalents: (i) as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) dividend or upon any subdivision or stock split of the outstanding shares of Common Stock into a larger number Stock; (ii) upon exercise of shares any warrants or options outstanding as of Common Stock, and the date of this Agreement; (iii) upon exercise or conversion of any Stockholder Shares; (iv) to officers, directors, consultants and other employees or agents of the issuance Company; (v) pursuant to the acquisition of capital stock as full or partial consideration for a another business entity by the Company by merger, acquisition, joint venture, strategic alliancepurchase of substantially all of the assets of such entity, or other similar non-financing transaction, if, from transaction whereby the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock Company acquires not less than a majority of the Corporation voting power of such entity, or (collectively, “New Securities”vi) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to if such issuance is designated in writing by the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share a majority of the New Securities (the “Proposed Price”Sentinel Stockholder Shares as an issuance which will not be subject to Section 6(a). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of provided no Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of or Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by Equivalents are issued to such holder are convertible as of holders or their Affiliates pursuant to such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)issuance.

Pre-emptive Rights. The Company hereby grants to the Holder (1so long as SPCP Group, LLC or an Affiliate thereof (which term shall include any investment fund managed by SPCP Group, LLC or its Affiliates) Except is and remains the Holder hereof) pre-emptive rights with respect to issuances, other than Exempt Issuances, after the Initial Exercise Date, by the Company of its equity securities or securities or rights convertible into or exercisable for (i) (A) the equity securities, where issuance of any shares of Common Stock or options those securities or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice would result in dilution of or assumed the Holder’s beneficial ownership (as calculated by the Corporation or any Holder for purposes of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividendSection 13(d) of the outstanding shares Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock on a fully-diluted and as converted basis, taking into a larger number account all securities of the Company held by the Holder which entitle the Holder to acquire Common Stock at any time, including, without limitation, this Warrant, immediately prior to the consummation of the proposed issuance (the “Pre-Transaction Percentage”). Each time the Company proposes to issue or offer any shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic allianceof, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock securities or any other securities rights convertible into or exchangeable exercisable for capital stock any shares of, any class of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice Company’s equity securities (the “New Issuance Shares”) that would reduce the Holder’s Pre-Transaction Percentage, other than in Exempt Issuances, the Company shall first make a written offer to the Holder of its pro rata share of the New Shares based on the Holder’s Pre-Transaction Percentage (the “Offer Notice”) to the holders of the Series A Preferred Stock, which New Issuance ). The Offer Notice shall state (xa) the Company’s bona fide intention to issue or offer the New Shares, (b) the identity of the person(s) to whom the New shares are to be issued or offered, (c) the number of New Securities proposed Shares to be issued or offered, and (yd) the proposed purchase price per and terms upon which it proposes to issue or offer the New Shares. The Holder may, by written notice to the Company delivered within ten (10) days of its receipt of the Offer Notice, elect to purchase, at the price and on the terms specified in the Offer Notice, up to its pro rata share of the New Securities (Shares. The closing of the “Proposed Price”). (2sale to the Holder shall occur simultaneously with the issuance or sale of the New Shares to the other person(s) For a period of identified in the Offer Notice, but no earlier than fifteen (15) Business Days after days following the giving Holder’s receipt of the Offer Notice (unless a shorter period is mutually agreed between the Company and the Holders). The Holder’s pro rata share of the New Issuance Shares shall be priced equal to the lowest price paid by any of the other person(s) identified in the Offer Notice, each holder including any such person who may be receiving or purchasing New Shares by virtue of similar pre-emptive or other purchase rights. If the Series A Preferred Stock shall have Company does not consummate the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) issuance or sale of the New Securities, or Shares within sixty (b60) if days following the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) Holder’s receipt of the Offer Notice, then the New SecuritiesShares shall not be offered, in each case at a purchase price per share equal issued or sold unless again offered to the Proposed Price and upon the terms and conditions set forth Holder in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)accordance with this Section 6.

Pre-emptive Rights. (1) Except for (i) (A) If the issuance of Company issues any shares of Common Stock or any securities containing options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock in each case, after the date hereof to an Investor or any Affiliate of an Investor, the Company will offer to sell to each Other Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio immediately after the issuance of such securities for each Stockholder would be equal to the Ownership Ratio for such Stockholder immediately prior to such issuance of securities. The Company shall give each Stockholder at least 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each Stockholder will be entitled to purchase such securities at the same price, on the same terms, and at the same time as the securities are issued by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"); provided, that (i) if more than one type of security was issued, each Stockholder shall, if it exercises its rights pursuant to any optionthis Section 9, warrant, right or exercisable, exchangeable or convertible security outstanding purchase such securities in the same ratio as issued and (ii) the holders of the Issue Datemajority of the BRS Stockholder Shares shall make the election for all such holders, and the holders of the majority of the holders of the 399 Venture Stockholder Shares shall make the election for all such holders, in each case for purposes of this Section 9. If any of the Stockholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. In the event that any Stockholder elects to purchase Offered Shares, at such Stockholder's request (which request shall be included in the Election Notice), the Company shall issue to such Stockholders, in lieu of the securities constituting Offered Shares, nonvoting securities which shall otherwise be identical in all respects to such securities constituting Offered Shares, except that it (i) shall be nonvoting, (ii) shall be convertible into a subdivision voting security (including the securities constituting Offered Shares) on such terms as are requested by way of a stock dividend) such Stockholder in light of the outstanding shares of Common Stock into a larger number of shares of Common Stockapplicable regulatory considerations then prevailing, and (iii) may not, at Stockholder's request, be a common equity security. In the issuance of capital stock as full or partial consideration for a mergerevent any Stockholder elects not to exercise its rights pursuant to this Section 9, acquisition, joint venture, strategic alliance, or no other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock Stockholder shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up securities offered to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)Stockholder.

Pre-emptive Rights. For a period of two (12) Except for years from the Closing, the Company shall not issue, sell or exchange or agree to issued, sell or exchange (collectively "Issue," and any issuance, sale or exchange resulting therefrom, an "Issuance") any share of Capital Stock or any securities convertible into the company's Capital Stock (collectively "Securities") (other than securities issued by the Company in an underwritten Initial Public Offering or the private placement of up to $3,500,000 of the Company's securities on the same terms as being purchased by the Investor herein), except as authorized by the Board of Directors and in accordance with the following procedures: (a) The Company shall deliver to the Investor a written notice (a "Pre-emptive Notice"), which shall (i) state the Company's intention to Issue Securities to one or more Persons, the amount and type of Securities to be Issued (Athe "Securities Issuance"), the purchase price ("Purchase Price") the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as therefor and a summary of the Issue Date, other material terms of the proposed Issuance and (ii) offer the Investor the option to acquire a subdivision (including by way of a stock dividend) part of the outstanding shares Securities Issuance based on its and its affiliates percentage of Common Stock into ownership in the Company (the "Pre-emptive Offer"). The Pre-emptive Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the Pre-emptive Offer is accepted during such periods, until the consummation of the Issuance contemplated by the Pre-emptive Offer). The Investor shall have the right and option, for a larger period of 15 business days after delivery of the Pre-emptive Notice (the "Pre-emptive Acceptance Period"), to accept all or any part of the Securities Issuance at the purchase price and on the terms stated in the Pre-emptive Notice. Such acceptance shall be made by delivering a written notice to the Company by the Investor within the Pre-emptive Acceptance Period specifying the maximum number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from Securities Issuance the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person Investor will purchase (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”"Accepted Securities"). (2b) For a period of fifteen (15If effective acceptance shall not be received pursuant to Section 7(a) Business Days after the giving above with respect to all of the New Securities Issuance offered for sale pursuant to the Pre-emptive Notice, each holder then the Company may Issue all or any portion of such Securities so offered for sale and not so accepted, at a price not less than the Series A Preferred Stock shall have Purchase Price, and on terms not more favorable to the right to purchase (a) if purchaser thereof than the Dilutive Issuance occurs during terms, stated in the period from the Issue Date until the date that is two hundred seventy (270) Pre-emptive Notice at any time within 90 days after the Issue Date, up to its Proportionate Share (as defined below) expiration of the New Securities, or Pre-emptive Acceptance Period (b) if the Dilutive "Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) Period"). In the event that all of the New Securities, in each case at a purchase price per share equal to Securities Issuance is not Issued by the Proposed Price and upon Company during the terms and conditions set forth in the New Issuance Notice. As used hereinPeriod, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock right of the Corporation issued Company to Issue such unsold Securities Issuance shall expire and outstanding as the obligations of such date, calculated this Section 7 shall be reinstated. (c) All sales of Securities Issuance to Investor subject to any Pre-emptive Notice shall be consummated contemporaneously at the offices of the Company on a fullymutually satisfactory business day within 5 days after the expiration of the Pre-diluted basis, assuming conversion emptive Acceptance Period. The delivery of all outstanding convertible securities (including certificates or other instruments evidencing such Securities Issuance shall be made by the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of Company on such date multiplied by two (2)against payment of the Purchase Price for such Securities Issuance.

Pre-emptive Rights. (1a) Except for with respect to (i) the grant of options; (Aand the issuance of shares of Common Stock upon exercise thereof) to employees, consultants, directors and officers of the Company other than the Stockholders, and (ii) the issuance of any securities by the Company in an underwritten public offering, if the Company proposes to offer or sell, in consideration for cash, shares of Common Stock or options any other class of capital stock or rights to purchase those shares pursuant to any present securities convertible or future employee, director exercisable into or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any exchangeable for shares of Common Stock pursuant to or any option, warrant, right or exercisable, exchangeable or convertible security outstanding as other class of the Issue DateCompany's capital stock ("New Offer"), the Company shall offer to each Stockholder the right (ii) a subdivision "Pre-emptive Right"), on the same terms specified below, to purchase up to that number of securities sufficient to permit the Stockholder to maintain its proportionate equity interest in the Company (including as determined by way of a stock dividend) dividing all of the outstanding Shares then owned by such Stockholder by the shares of Common Stock into a larger number of shares of Common Stock, and then outstanding. (iiib) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation The Company shall send a written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities Offer to each Stockholder at least ten (10) days prior to the “Proposed Price”)consummation of any New Offer specifying in reasonable detail the material terms of the New Offer including, without limitation, the material terms of the proposed security, the material terms of any proposed agreement to be executed by the purchaser, the consideration per share to be paid by the purchaser, and the identity (if known) of each proposed purchaser. Each Stockholder shall notify the Company within five (5) days of the receipt of such notice whether it intends to exercise its Pre-emptive Right. The closing of any purchase of securities by a Stockholder under this Section shall take place on the same day as the closing of the New Offer or, at the Stockholders' discretion, at anytime within ten (10) days ("Stockholder Closing Period") thereafter; PROVIDED HOWEVER, that the Stockholder Closing Period shall be six (6) months for any New Offer made prior to November 1, 2000. (2c) For The Pre-emptive Right afforded under this Section 2 shall terminate with respect to a period of fifteen (15) Business Days after the giving Stockholder at such time as it owns less than 5% of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of outstanding Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).

Pre-emptive Rights. (1a) Except for The Company hereby grants to each Stockholder (ieach, a “Pre-emptive Stockholder”) the right to purchase its pro rata portion of any new Common Stock (other than any Excluded Securities) (A) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than that the Liquidation Preference (a “Dilutive Issuance”) Company may from time to time propose to issue or sell to any person party. (the “Proposed Purchaser”), then the Corporation b) The Company shall send give written notice (the an “New Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the holders Pre-emptive Stockholders within five Business Days following any meeting of the Series A Preferred Stock, Board at which New any such issuance or sale is approved. The Issuance Notice shall state set forth the material terms and conditions of the proposed issuance, including: (xi) the number of New 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; (yii) the proposed issuance date, which shall be at least 20 days from the date of the Issuance Notice; and (iii) the proposed purchase price per share share. (c) Each Pre-emptive Stockholder shall for a period of five Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (x) the total number of New 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 Stockholder 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 Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Stockholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Stockholder in writing of the number of New Securities that each Pre-emptive Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Stockholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Pre-emptive Stockholder fails to exercise its right under this Section 6.05 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all or any portion of such Non-Exercising Stockholder’s allotment (the “Proposed PriceOver-allotment New Securities”) by giving written notice to the Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). (2) For a period . Such Exercising Stockholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder elects to exercise its right of fifteen (15) Business Days after the giving of the New Issuance Noticeover-allotment, each holder of the Series A Preferred Stock Exercising Stockholder shall have the right to purchase (a) the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Dateover-allotment New Securities are over-subscribed, up to each Exercising Stockholder shall purchase its Proportionate Share (as defined below) pro rata portion of the available Over-allotment New Securities, or (b) if Securities based upon the Dilutive Issuance occurs after such tworelative Pre-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) emptive Pro Rata Portions of the Exercising Stockholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities, Securities described in each case at a purchase price per share equal the Issuance Notice with respect to the Proposed Price any New Securities not elected to be purchased pursuant to Section 6.05(c) and upon Section 6.05(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Issuance NoticeSecurities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 60 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 60 day period for a reasonable time not to exceed 90 days to the extent necessary to obtain any Government Approvals required in order to issue or sell such New Securities). As used hereinIn the event the Company has not sold such New Securities within such time period, the term “Proportionate Share” meansCompany shall not thereafter issue or sell any New Securities without first again offering such securities to the Stockholders in accordance with the procedures set forth in this Section 6.05. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 6.05, as the Company shall deliver to each holder Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees any Encumbrances (other than any other holder of shares of Series A Preferred Stock) plus those arising hereunder and those attributable to the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock actions of the Corporation issued and outstanding as of such datepurchasers thereof), calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all existing warrants at such other actions as may be reasonably necessary to consummate the then-existing conversion purchase and sale including entering into such additional agreements as may be necessary or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)appropriate.

Pre-emptive Rights. (1a) Except Subject to Section 6(e), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Company Securities or (ii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any Company Securities, (collectively, the "OFFERED SECURITIES"), unless in each such case the Company shall have first complied with this Section 6. The Company shall deliver to the Stockholders a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the "OFFER"), which Offer shall (A) identify and describe the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employeeOffered Securities, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) describe the issuance price and other terms upon which the Offered Securities are to be offered, issued, sold or exchanged, and (C) offer to issue and sell to or exchange with the Stockholders up to their respective pro rata portion of any shares such Offered Securities. Subject to the last sentence of Common Stock pursuant to any optionthis Section 6(a), warrant, right or exercisable, exchangeable or convertible security outstanding as each Stockholder's pro rata portion of the Issue Date, Offered Securities shall be determined by multiplying seventy-five percent (ii) a subdivision (including by way of a stock dividend75%) of the outstanding shares aggregate amount of Common Stock into the Offered Securities by a larger fraction, the numerator of which is the number of shares of Common StockVoting Securities then held by such Stockholder and the denominator of which is the number of shares of Voting Securities then outstanding. Each Stockholder shall have the right, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four period of twenty (2420) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock days following delivery of the Corporation Offer, to purchase or acquire such Stockholder's pro rata portion of the Offered Securities at the price and upon the other terms specified in the Offer. The Offer, by its terms, shall remain open and irrevocable for such twenty (collectively20) day period. To accept an Offer, “New in whole or in part (provided, however, that the Stockholders may only elect to purchase part of the Offered Securities if the Offer is not contingent on the sale to the prospective purchaser of all of the Offered Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send such Stockholder must deliver a written notice (the “New Issuance Notice”"NOTICE OF ACCEPTANCE") to the holders Company prior to the end of the Series A Preferred Stock, which New Issuance Notice shall state twenty (x20) the number of New Securities proposed to be issued and (y) the proposed purchase price per share day period of the New Securities Offer, setting forth the portion (or all, if the “Proposed Price”). (2) For a period Offer is contingent upon the sale to the prospective purchaser of fifteen (15) Business Days after the giving all of the New Issuance NoticeOffered Securities) of such Stockholder's pro rata portion of the Offered Securities that such Stockholder elects to purchase. In addition, each holder of the Series A Preferred Stock Stockholder shall have the right to purchase (awhich right shall be exercised by notice to such effect in the Notice Of Acceptance) if any Offered Securities not accepted by any other Stockholder, in which case the Dilutive Issuance occurs Offered Securities not accepted by any such other Stockholders shall be deemed, on the same terms and conditions, to be offered from time to time during such twenty (20) day period to and accepted by such Stockholders who exercised their options under this sentence ratably based on their interests in the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (Company or as defined below) of the New Securities, or they may otherwise agree. (b) if the Dilutive Issuance occurs after If a Notice of Acceptance is not given by a Stockholder in respect of such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) Stockholder's pro rata portion of the New Offered Securities, the Company shall have ninety (90) days from the expiration of the twenty (20) day period to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given, but only to the offerees or purchasers described in each case at a purchase the Offer and only upon terms and conditions (including, without limitation, price per share equal share) which are not more favorable, in the aggregate, to the Proposed Price acquiring Person or Persons or less favorable to the Company than those set forth in the Offer. (c) Upon the closing of the issuance, sale or exchange of the Offered Securities that are subject to a Notice of Acceptance, the Stockholders shall acquire from the Company, and the Company shall issue to the Stockholders, the number of Offered Securities specified in the Notice of Acceptance, upon the terms and conditions set forth specified in the New Issuance NoticeOffer. As used hereinThe purchase by the Stockholders of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Stockholders of a purchase agreement relating to such Offered Securities that is reasonably satisfactory in form and substance to the Stockholders and their counsel and in compliance with all applicable securities laws. (d) Any Offered Securities that are not acquired by the Stockholders or the offerees or purchasers described in the Offer in accordance with this Section 6 may not be issued, sold or exchanged until they are again offered to the Stockholders under the procedures specified in this Section 6. (e) Notwithstanding the foregoing, the term “Proportionate Share” means, as to each holder pre-emptive rights of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing Stockholders arising under this Section 6 shall not apply to: (i) a number the issuance by the Company of shares Offered Securities to employees, directors or consultants of Common Stock Beneficially Owned the Company pursuant to any Company stock option or other equity incentive plan, in connection with an employment or consulting agreement or arrangement with the Company, or in exchange for other securities of the Company (including, without limitation, options granted under option plans) held by any such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such dateemployees, by directors or consultants; or (ii) Offered Securities issued in connection with the number of shares of Common Stock acquisition of the Corporation business of another entity, whether by the purchase of equity securities, assets or otherwise; or (iii) Offered Securities issued and outstanding as a stock dividend to Stockholders or upon any subdivision or combination of Company Securities; or (iii) Offered Securities issued pursuant to or as contemplated by that certain Stock Purchase Agreement, dated as of such datethe August ___, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) 2001 by and between USI and the Company; or (iv) Offered Securities sold by the Company in an underwritten public offering pursuant to an effective registration statement under the Securities Act; or (v) capital stock or securities exercisable for or convertible into such capital stock issued in connection with any equipment leases or borrowings, direct or indirect, from third-party financial or other institutions regularly engaged in such businesses; or (vi) any warrants issued without consideration or for nominal consideration in connection with any third-party debt financings; or (vii) any performance-based equity issued to third-parties in connection with strategic relationships. (f) The failure of any Stockholder to exercise its rights under this Section 6 shall not be deemed to be a waiver of its rights hereunder in full connection with any subsequent issuance, sale or exchange, or agreement to issue, sell or exchange, or reservation or setting aside for issuance, sale or exchange, of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)Offered Securities.

Pre-emptive Rights. (1a) Except for (i) (A) Exempt Offerings, if the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation Company wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation Equity Securities (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation Company shall send offer such New Securities first to each Member (each, in such capacity, a “Preemptive Rightholder” and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the holders of the Series A Preferred StockPreemptive Rightholders, which New Issuance Notice shall state (x) the number and class or type of New Securities proposed to be issued and issued, (y) the proposed purchase price per share security of the New Securities (the “Proposed Price”).) and (z) any other material terms and conditions of such issuance and such New Securities. In the case of any change in the material terms and conditions of such issuance or such New Securities from those set forth in the New Issuance Notice, the Company shall give notice thereof to each Preemptive Rightholder in accordance with the procedure set forth in this Section 2.03(a) for the initial giving of notice and such Preemptive Rightholder shall have the option to change its election to purchase or not purchase New Securities, in accordance with the procedure set forth in Section 2.03(b) for its initial election. The Company shall not be obligated to consummate any proposed issuance of New Securities, regardless of whether it shall have delivered a New Issuance Notice or received any exercise notices in respect of such proposed issuance.‌ (2b) For a period of fifteen [twenty (15) Business Days 20)] days after the giving of the New Issuance NoticeNotice pursuant to Section 2.03(a), each holder of the Series A Preferred Stock Preemptive Rightholders shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share Percentage (as defined belowhereinafter defined) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case Securities at a purchase price per share equal to the Proposed Price and upon the same terms and conditions set forth in the New Issuance Notice. As used herein, Each Preemptive Rightholder shall have the term “Proportionate Share” means, as right to each holder purchase up to that percentage of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, New Securities determined by dividing (x) the total number of Units then owned by such Preemptive Rightholder by (y) the total number of outstanding Units (the “Proportionate Percentage”). A Preemptive Rightholder may, in its sole discretion, allocate its right to purchase its Proportionate Percentage of the New Securities among its Related Funds. If any Preemptive Rightholder does not fully subscribe for the number or amount of New Securities that it is entitled to purchase pursuant to the preceding sentence, then each Preemptive Rightholder that elected to purchase New Securities shall have the right to purchase that percentage of the remaining New Securities not so subscribed for (for the purposes of this Section 2.03(b), the “Excess New Securities”) determined by dividing (x) the total number of Units then owned by such Member by (y) the total number of Units then owned by the Preemptive Rightholders who elected to purchase Excess New Securities. (c) The right of each Preemptive Rightholder to purchase the New Securities (including, if applicable, Excess New Securities) under Section 2.03(b) above shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the [20]-day period referred to in Section 2.03(b) above, to the Company, which notice shall state the amount of New Securities that such Preemptive Rightholder elects to purchase pursuant to Section 2.03(b) and, if applicable, the maximum number or amount of Excess New Securities such Preemptive Rightholder would elect to purchase pursuant to Section 2.03(b) in the case that any Preemptive Rightholder does not fully subscribe for the number or amount of New Securities that it is entitled to purchase pursuant to the second sentence of Section 2.03(b). The failure of a Preemptive Rightholder to respond within such [20]-day period shall be deemed to be a waiver of such Preemptive Rightholder’s rights under Section 2.03(b) with respect to such proposed issuance of New Securities, provided that each Preemptive Rightholder may waive its rights under Section 2.03(b) prior to the expiration of such [20]-day period by giving written notice to the Company. (d) The closing of the purchase of New Securities subscribed for by the Preemptive Rightholders under Section 2.03(b) above shall be held at the principal office of the Company no later than (i) a number the [forty-fifth (45th)] day after the giving of shares the New Issuance Notice pursuant to Section 2.03(a), if the Preemptive Rightholders elect to purchase all of Common Stock Beneficially Owned by the New Securities under Section 2.03(b) (provided that, if such holder and purchase is subject to receipt of regulatory approvals, such [45]-day period shall be extended until the expiration of [five (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by 5)] Business Days after all such holder are convertible as of such dateregulatory approvals have been received), by (ii) the number of shares of Common Stock date of the Corporation closing of the sale of New Securities made pursuant to Section 2.03(e) if the Preemptive Rightholders elect to purchase some, but not all, of the New Securities under Section 2.03(b) or (iii) at such other time and place as the parties to the transaction may agree. At such closing, such New Securities shall be issued free and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion clear of all outstanding convertible securities Liens (including other than those arising hereunder and those attributable to actions by the Series A Preferred Stockpurchasers thereof) and the exercise Company shall so represent and warrant, and further represent and warrant that such New Securities shall be, upon issuance thereof to the Preemptive Rightholders and after payment therefor, duly authorized, validly issued, and binding obligations enforceable in accordance with their terms (subject to applicable Law). Each Preemptive Rightholder purchasing the New Securities shall deliver at the closing payment in full in immediately available funds for the New Securities purchased by it. At such closing, all of the parties to the transaction shall execute such documents as are reasonably necessary or appropriate to consummate such issuance. (e) The Company may sell to one or more Persons all existing warrants at of the then-existing conversion New Securities not purchased by the Preemptive Rightholders pursuant to Section 2.03(b) on terms and conditions that are no more favorable to the purchasers thereof than those set forth in the New Issuance Notice; provided, however, that such sale is consummated within [sixty (60)] days following the waiver (or exercise pricedeemed waiver) by each of the Preemptive Rightholders of their option to purchase New Securities pursuant to Section 2.03(b) (provided that, if such issuance is subject to receipt of regulatory approvals, such [60]- day period shall be extended until the expiration of [five (5)] Business Days after all such regulatory approvals have been received, but excluding in no event later than [180] days from the date of the New Issuance Notice). If such sale is not consummated within such [60]-day period (as so extended) for any Unexercised Options reason, then the restrictions provided for herein shall again become effective, and RSUsno issuance and sale of New Securities may be made thereafter by the Company without again offering the same in accordance with this Section 2.03. As used herein, The closing of any issuance and purchase pursuant to this Section 2.03(e) shall be held at a time and place as the term “Double Proportionate Share” means, parties to the transaction may agree within such [60]-day period (as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2so extended).

Pre-emptive Rights. (1a) Except for If the Company proposes to issue or sell any new shares or other securities of the Company (other than securities issued (i) (A) the issuance of under any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed share option plan contemplated by the Corporation or any of its subsidiaries or (B) Company and approved by the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, Board; (ii) a subdivision (including by way of a stock dividend) of in connection with recapitalization events that were approved the outstanding shares of Common Stock into a larger number of shares of Common Stock, and Board; or (iii) as a dividend to all shareholders of the issuance of capital stock as full or partial consideration for Company on a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four pro rata basis) (24) months after the Issue Date"New Securities"), the Corporation wishes Company shall, at least fourteen (14) days prior to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectivelysuch issuance, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) offer to the holders of Purchaser the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed right to be issued and (y) the proposed purchase price per a pro-rata share of the New Securities on the same terms and conditions of such issuance of New Securities, based on the number of Company’s shares of common stock held by the Purchaser immediately prior to the issuance of New Securities, divided by the total number of shares of common stock of the Company on an issued and outstanding basis at that time prior to such issuance of New Securities (the “Proposed Price”"Preemptive Right"). By way of example and for the avoidance of doubt, if the Purchaser owns 100 shares, and there are 1,000 shares outstanding immediately prior to the time of such issuance of New Securities, then Purchaser may purchase 10% of the New Securities being issued. (2b) For a period In the event the Company proposes to issue New Securities, it shall first give the Purchaser written notice of fifteen its intention, describing the type of New Securities, their price and the general terms upon which the Company proposes to issue the same (15) Business Days after the giving of the New Issuance "Preemptive Notice, each holder of the Series A Preferred Stock "). The Purchaser shall have the right to purchase fourteen (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (27014) days after any such Preemptive Notice is delivered to agree to purchase its respective pro rata share of such New Securities for the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth specified in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a Preemptive Notice and any additional number of shares New Securities (if so available) by giving notice in writing to the Company and stating therein the maximum quantity of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as New Securities to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)be purchased thereby.

Pre-emptive Rights. (1) Except for (i) (A) From the issuance date hereof until the third anniversary of any the date hereof, each Investor holding at least 5,000,000 shares of Common Stock or options Securities of the Company, subject to appropriate adjustment for all stock splits, dividends, recapitalizations and the like (each, a “Major Holder”), shall have the rights contained in this Section 7. The Company shall not directly or rights indirectly, offer, sell or grant any option to purchase those shares pursuant to (or announce any present or future employeeoffer, director or consultant benefit plansale, program or practice of or assumed by the Corporation grant or any option to purchase or other disposition of) any securities (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 7. 7.1. The Company shall deliver, at least ten (10) business days prior to the closing of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant a Subsequent Placement, to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as each Investor who is a Major Holder of the Issue Date, Company (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, an “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Eligible Purchaser”), then the Corporation shall send a written notice (the “New Issuance Offer Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities any proposed to be issued and (y) the proposed purchase price per share of the New Securities or intended issuance or sale or exchange (the “Proposed PriceSubsequent Offer”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price or (b) if pricing mechanism and other terms upon which they are to be issued, sold or exchanged, and the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) number or amount of the New SecuritiesOffered Securities to be issued, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used hereinsold or exchanged, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplicationC) its Permitted Transferees (other than any other holder offer to issue and sell to or exchange with each Eligible Purchaser that portion of shares the Offered Securities that represents such Eligible Purchaser’s pro rata percentage of Series A Preferred Stock) plus the number of shares of Common Stock into which then outstanding (assuming for these purposes the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible Shares into Common Stock at the then applicable conversion price) (the “Pro Rata Amount”). 7.2. To accept a Subsequent Offer, in whole or in part, such Eligible Purchaser must deliver a written notice to the Company prior to the end of the 10th business day after such Eligible Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Eligible Purchaser’s Pro Rata Amount that such Eligible Purchaser elects to purchase (in either case, the “Notice of Acceptance”). 7.3. In connection with any Subsequent Placement, the Company shall distribute to the Eligible Purchasers, other than any Eligible Purchaser that has indicated to the Company it is not interested in participating in the Subsequent Offer or that has not prior to the end of the Offer Period delivered a Notice of Acceptance pursuant to Section 7.2 above, all agreements and other documents to be executed by the purchasers in the Subsequent Placement, at substantially the same time such items are distributed to the purchasers in the Subsequent Placement other than the Eligible Purchasers. If any Eligible Purchaser shall have failed to execute and deliver any such agreement or other document in the form so distributed by the such time as may be reasonably requested by the Company in connection with the Subsequent Placement, then such Eligible Purchaser shall not have a right to participate in such Subsequent Placement and all securities which such Eligible Purchaser would have been eligible to purchase in the Subsequent Placement shall be treated as Refused Securities (including as defined below) with respect thereto. 7.4. The Company shall have ninety (90) days from the Series A Preferred Stockexpiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Eligible Purchasers (the “Refused Securities”), but only upon terms and conditions (including, without limitation, the total amount of the financing, unit prices and interest rates) that are not materially more favorable to the acquiring person or persons or materially less favorable to the Company than those set forth in the Offer Notice, except for such changes which may, in the reasonable judgment of the Company, be necessary or appropriate on account of changes in market conditions, provided that if the Company makes such changes, it will use reasonable commercial efforts to consult with the Eligible Purchasers and to provide them the opportunity to participate in the financing as modified by such changes. 7.5. Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Eligible Purchasers shall acquire from the Company, and the exercise in full of all existing warrants at Company shall issue to the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used hereinEligible Purchasers, the term “Double Proportionate Share” meansnumber or amount of Offered Securities specified in the Notices of Acceptance, as upon the terms and conditions specified in the Subsequent Offer, subject to each holder the terms and conditions contained in this Section 7. 7.6. The restrictions and other provisions contained in this Section 7 shall not apply to the issuance of Series A Preferred Stock any securities issued or issuable: (A) to any employee, officer, director or consultant in connection with any plan or other compensatory arrangement approved by the Board of Directors or the compensation committee of the Board of Directors of the Company; (B) upon the exercise of any warrants outstanding as of the date hereof; (C) to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar non-equity transactions; (D) in connection with bona fide acquisition, merger or similar transaction; or (E) to an entity as a given datecomponent of any business relationship with such entity primarily for the purpose of (1) joint venture, such holder’s Proportionate Share as of such date multiplied by two technology licensing or development activities, (2)) distribution, supply or manufacture of the Company’s products or services or (3) any other arrangements that are primarily for purposes other than raising equity capital. For the avoidance of doubt, the restrictions and other provisions contained in this Section 7 shall apply to the issuance of any securities issued or issuable in any underwritten public offering.

Pre-emptive Rights. (1a) Except for (i) (A) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as Pre-emptive Rights. In consideration of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock Purchaser entering into a larger number of shares of Common Stock, this Agreement and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transactionsubject to Applicable Laws and Section 5.06(c), if, from prior to the Issue Date until fifth anniversary of the date that is twenty-four (24) months after the Issue Datehereof, the Corporation wishes Company proposes to issue issue, grant or sell any shares of capital stock or any other securities convertible into or exchangeable for capital stock of Equity Securities (the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation Company shall send first give to the Purchaser a written notice (the “New Issuance Notice”) setting forth in reasonable detail the price and other terms on which such New Securities are proposed to be issued or sold, the terms of such New Securities and the amount thereof proposed to be issued, granted or sold. The Purchaser shall thereafter have the right, upon written notice given to the holders Company no later than twenty (20) calendar days after receipt of the Series A Preferred Stock, which New Issuance Notice shall state (xthe “Exercise Period”), to elect to purchase the number of such New Securities set forth in such notice up to forty percent (40%) of the total number of New Securities proposed to be issued and (y) by the proposed purchase price per share of Company as set forth in the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of for the Series A Preferred Stock shall have price and other terms set forth in the Issuance Notice. Any notice by the Purchaser exercising the right to purchase (a) if the Dilutive Issuance occurs during the period New Securities pursuant hereto shall constitute an irrevocable commitment to purchase from the Issue Date until Company the date that is two hundred seventy securities specified in such notice. The closing of the purchase of New Securities by the Purchaser shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice or on such date, no more than sixty (27060) days after the Issue Date, up to its Proportionate Share (as defined below) expiration of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” meansExercise Period, as to each holder of Series A Preferred Stock as of a given datethe Company may determine; provided, that the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus Company shall give the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as Purchaser prompt prior notice of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).

Pre-emptive Rights. (1a) Except for Prior to (ibut not including) (A) such time as the issuance of Company's first Public Offering has been consummated, if the Company intends to issue any shares of Common Stock or options other capital stock of the Company having the power (without regard to the occurrence or rights non-occurrence of any event or contingency) to purchase those vote normally in the election of directors of the Company (together with the Common Stock, "Voting Capital Stock") to (i) any Employee (as defined below) in the Initial Tranche (as defined below) (an "Initial Tranche Issuance") or (ii) any Person (other than shares issued pursuant to this Section 9 and other than shares issued to any Employee pursuant to any present or future employeePlan (as defined below), director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any including without limitation shares of Common Stock issued pursuant to any Initial Tranche Issuance), in the case of this clause (ii), for a purchase price less than the fair market value of the shares of Voting Capital Stock immediately prior to the issuance (as reasonably determined by the Board of Directors of the Company, acting in good faith) (any such issuance referred to in clause (i) or (ii), a "New Issuance"), then the Company will deliver to the Investors a written notice (the "New Issuance Notice") not more than 45 days, and not fewer than 20 days, prior to the date of the closing of such New Issuance, or, if earlier, the date of execution of definitive documentation providing for the New Issuance (provided that, in the case of a New Issuance pursuant to the exercise, conversion or exchange of an option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, warrant or other similar non-financing transaction, if, from the Issue Date until the date security that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock shares of Voting Capital Stock (any such option, warrant or other such security, a "Convertible Security"), the New Issuance Notice shall be delivered as promptly as practicable after the Company has actual knowledge that a Convertible Security will be exercised, converted or exchanged and of the Corporation (collectivelynumber of shares of Voting Capital Stock that will be issued pursuant thereto and, “New Securities”) at a price per share less in any event, not more than five days after the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”issuance of shares of Voting Capital Stock pursuant thereto), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which . The New Issuance Notice shall state (x) the price and other terms and conditions of the New Issuance, including the number of shares being issued in the New Securities proposed to be issued Issuance, and (y) shall set forth the proposed purchase price per share calculation of the number of shares of Voting Capital Stock that the Investor has the right to purchase in accordance with this Section 9 in connection with such New Securities (the “Proposed Price”)Issuance. (2b) For After delivery of a period of fifteen (15) Business Days after the giving of the New Issuance NoticeNotice to an Investor, each holder of the Series A Preferred Stock such Investor shall have the right to purchase (a) if purchase, for the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a applicable purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in Section 9(c) below: (i) if the New Issuance Notice. As used hereinis an Initial Tranche Issuance, the term “Proportionate Share” means, as up to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned (rounded to the nearest whole number) equal to the product of (A) the quotient obtained by such holder and dividing (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (iiI) the number of shares of Common Stock owned by such Investor by (II) the number of shares of Common Stock owned by all Investors, multiplied by (B) a number ("IN") determined in accordance with the following formula: IN = (OP × N) (1—OP) Where: IN = the maximum number of shares of Voting Capital Stock to be issued to all of the Corporation Investors, assuming that all of the Investors purchase the full number of shares of Voting Capital Stock that they are entitled to purchase under this Section 9(b) in connection with such Initial Tranche Issuance; OP = the aggregate Ownership Percentage (as defined below) of all of the Investors; and N = the number of new shares of Voting Capital Stock being issued and outstanding as in the New Issuance; or (ii) if the New Issuance is not an Initial Tranche Issuance, either, at the election of Investors holding a majority of the shares of Voting Capital Stock held by all Investors (a "Majority in Interest"): (A) up to the number of shares of such dateVoting Capital Stock determined under clause (i) above as if such New Issuance were an Initial Tranche Issuance; or (B) up to the number of shares of such Voting Capital Stock (rounded to the nearest whole number) equal to the product of (I) the quotient obtained by dividing (x) the number of shares of Voting Capital Stock owned by such Investor by (y) the number of shares of Voting Capital Stock owned by all Investors, calculated multiplied by (II) a number ("IN") determined in accordance with the following formula: IN = a × (S1 + S2) - S3 1 - a Where: IN = the maximum number of shares of Voting Capital Stock to be issued to all of the Investors under this Section 9(b)(ii)(B); a = FMV x S3 FMV+C S1 C = the product of (i) the purchase price per share that is being paid by the purchaser in the New Issuance, multiplied by (ii) S2; FMV = the product of (i) the fair market value of the outstanding shares of Voting Capital Stock (on a fullyper share basis), as determined by the Board of Directors of the Company, acting in good faith, multiplied by (ii) S1; S1 = the number of shares of Voting Capital Stock outstanding immediately before the New Issuance; S2 = the number of shares of Voting Capital Stock being issued pursuant to the New Issuance; and S3 = the number of shares of Voting Capital Stock owned by all of the Investors immediately before the New Issuance. (c) The purchase price per share of Voting Capital Stock to be purchased by the Investors under this Section 9 shall be (i) in the case of a purchase under clause (i) above, the Initial Purchase Price, (ii) in the case of a purchase under clause (ii)(A) above, the same purchase price per share as is paid by the purchaser in the New Issuance and (iii) in the case of a purchase under clause (ii)(B) above, the Initial Purchase Price. If the purchase price payable by a purchaser in a New Issuance includes consideration other than cash, then the Investor shall pay the consideration under this Section 9 in cash in an amount equal to the fair market value of such non-diluted basiscash consideration as determined by the Board of Directors of the Company, assuming conversion acting in good faith. (d) The right of all outstanding convertible securities an Investor to purchase shares of Voting Capital Stock pursuant to this Section 9 shall be exercisable by such Investor delivering to the Company no later than five days after such Investor's receipt of the New Issuance Notice an irrevocable written notice of exercise (including an "Exercise Notice"), specifying (i) in the Series A Preferred Stockcase of an Initial Tranche Issuance, the number of shares of Voting Capital Stock that such Investor elects to purchase in accordance with this Section 9 or (ii) in the case of any other New Issuance, whether such Investor elects to purchase shares of such Voting Capital Stock under Section 9(b)(ii)(A) or 9(b)(ii)(B) and the number of shares of Voting Capital that such Investor elects to purchase in accordance with such election and under the other election if a Majority in Interest determines to make such other election. (e) The Company shall issue the shares of Voting Capital Stock to each Investor that has agreed to purchase shares pursuant to an Exercise Notice on the same day as the New Issuance is consummated (or, in the case of an issuance upon the exercise in full of a Convertible Security, on the third business day after receipt of the Exercise Notice), against payment of the applicable purchase price for such shares to the Company. From and after the consummation of the issuance and sale of shares of Common Stock to an Investor pursuant to this Section 9, such shares shall be deemed to be Shares for all existing warrants at purposes of this Agreement. Any other shares of Voting Capital Stock issued to an Investor pursuant to this Section 9 shall be issued on the then-existing conversion or same terms and subject to the same restrictions as the New Issuance and on other terms consistent with the provisions of this Agreement to the maximum extent practicable. (f) For the avoidance of doubt, the issuance of shares of Voting Capital Stock upon the exercise price, but excluding any Unexercised Options and RSUs. of a stock option issued to an Employee pursuant to a Plan shall not be deemed to be a New Issuance. (g) As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).in this Agreement:

Pre-emptive Rights. (1a) Except for (i) (A) For so long as the issuance Liberty Parties beneficially own at least 102,000 shares of Series J Preferred Stock, at any time that the Company makes any public or nonpublic offering or sale of any shares of capital stock, including Company Common Stock Stock, or options other securities convertible into, or rights to purchase those exercisable or exchangeable for, shares of capital stock or other equity interests in the Company (the “New Securities”) (other than: (i) pursuant to any present or future employee, director or consultant benefit plan, plan or program or practice of or assumed by the Corporation Company or any of its subsidiaries or Subsidiaries, (Bii) the issuance of any shares of Company Common Stock pursuant to any exercise of any option, warrant, right right, or exercisable, exchangeable or convertible security security, in each case, outstanding as of the Issue DateAugust 18, 2011, (iiiii) a subdivision in connection with any merger, consolidation, business combination or any similar extraordinary transaction, (including by way iv) under the Rights Plan or any successor shareholder rights agreement or plan or (v) for the avoidance of a stock dividend) of doubt, the outstanding shares of Common Stock into a larger number issuance of shares of Company Common Stock in connection with a subdivision or split of the Company Common Stock), and (iii) each Liberty Party holding shares of Series J Preferred Stock at such time shall be afforded the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, opportunity to acquire from the Issue Date until Company for the date same price (net of any underwriting discounts or sales commissions) and on the same terms (other than terms that cannot reasonably be satisfied or applicable to the Liberty Parties) as such New Securities are proposed to be offered to others (or, to the extent such New Securities are offered for consideration (or the exercise price of which is twenty-four (24to be paid in consideration) months after the Issue Dateother than cash, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”cash equivalent thereof) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number an amount of New Securities proposed up to the aggregate amount of New Securities to be issued offered or sold (including those to be sold to the Liberty Parties pursuant to this Section 4.03) multiplied by such Liberty Party’s Ownership Percentage. (b) In the event the Company proposes to offer or sell New Securities, it shall give each Liberty Party holding shares of Series J Preferred Stock at such time written notice of its intention, describing the type of New Security, price (or range of prices), anticipated amount of securities, timing, and other terms upon which the Company proposes to offer the same, no later than two Business Days, as the case may be, after the initial filing of a registration statement with the SEC with respect to an underwritten public offering, after the commencement of marketing with respect to a Rule 144A offering or after the Company proposes to pursue any other offering. Each such Liberty Party shall have 10 Business Days from the date of receipt of such a notice to notify the Company in writing that it intends to exercise its rights provided in this Section 4.03 and, the amount of New Securities such Liberty Party desires to purchase, up to the maximum amount calculated pursuant to Section 4.03(a). Such notice shall constitute a nonbinding indication of interest of such Liberty Party to purchase the amount of New Securities so specified at the price and other terms set forth in the Company’s notice to it. The failure of a Liberty Party to respond within such 10 Business Day period shall be deemed to be a waiver of such Liberty Party’s rights under this Section 4.03 only with respect to the offering described in the applicable notice. (yc) If a Liberty Party exercises its rights provided in this Section 4.03, the proposed closing of the purchase price per share of the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days with respect to which such right has been exercised shall take place within 90 days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 180 days in order to comply with applicable Laws and regulations (including receipt of any applicable regulatory or stockholder approvals). The Company and each Liberty Party exercising its rights under Section 4.03 will use commercially reasonable efforts to secure any regulatory or stockholder approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities. (d) In the event that a Liberty Party fails to exercise its rights provided in this Section 4.03 within such 10-Business Day period or, if so exercised, a Liberty Party is unable to consummate such purchase within the time period specified in Section 4.03(c) because of such Liberty Party’s failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period) to sell or enter into an agreement (pursuant to which the sale of the New Issuance NoticeSecurities covered thereby shall be consummated, each holder if at all, within 90 days from the date of said agreement) to sell the New Securities not elected to be purchased pursuant to this Section 4.03 by such Liberty Party or which such Liberty Party is unable to purchase because of such failure to obtain any such consent or approval, at a price no less than that offered to the Liberty Parties, and otherwise upon terms no more favorable to the purchasers of such securities than were specified in the Company’s notice to the Liberty Parties. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of 10 Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 270 days from the date of the Series A Preferred Stock applicable agreement with respect to such sale. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within such 90-day period (or sold and issued New Securities in accordance with the foregoing within 90 days from the date of such agreement (as such period may be extended in the manner described above for a period not to exceed 270 days from the date of such agreement), the Company shall not thereafter offer, issue or sell such New Securities without first offering such securities to the Liberty Parties in the manner provided in this Section 4.03. (e) In the case of the offering of New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board; provided, however, that such fair value as determined by the Board shall not exceed the aggregate market price of the securities being offered as of the date the Board authorizes the offering of such securities. (f) Notwithstanding anything to the contrary in this Section 4.03, the Liberty Parties shall not have the right to purchase New Securities in an amount that would cause the Liberty Parties’ beneficial ownership (ain each case, as determined in accordance with the Rights Plan) if of Company Common Stock, in the Dilutive Issuance occurs during aggregate, to exceed 20% of the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share Outstanding Common Shares (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (iRights Plan) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).

Pre-emptive Rights. (1a) Except Subject to Section 6(e), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Company Securities or (ii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any Company Securities, (collectively, the "OFFERED SECURITIES"), unless in each such case the Company shall have first complied with this Section 6. The Company shall deliver to the Stockholders a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the "OFFER"), which Offer shall (A) identify and describe the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employeeOffered Securities, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) describe the issuance price and other terms upon which the Offered Securities are to be offered, issued, sold or exchanged, and (C) offer to issue and sell to or exchange with the Stockholders up to their respective pro rata portion of any shares such Offered Securities. Subject to the last sentence of Common Stock pursuant to any optionthis Section 6(a), warrant, right or exercisable, exchangeable or convertible security outstanding as each Stockholder's pro rata portion of the Issue Date, Offered Securities shall be determined by multiplying seventy-five percent (ii) a subdivision (including by way of a stock dividend75%) of the outstanding shares aggregate amount of Common Stock into the Offered Securities by a larger fraction, the numerator of which is the number of shares of Common StockVoting Securities then held by such Stockholder and the denominator of which is the number of shares of Voting Securities then outstanding. Each Stockholder shall have the right, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four period of twenty (2420) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock days following delivery of the Corporation Offer, to purchase or acquire such Stockholder's pro rata portion of the Offered Securities at the price and upon the other terms specified in the Offer. The Offer, by its terms, shall remain open and irrevocable for such twenty (collectively20) day period. To accept an Offer, “New in whole or in part (provided, however, that the Stockholders may only elect to purchase part of the Offered Securities if the Offer is not contingent on the sale to the prospective purchaser of all of the Offered Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send such Stockholder must deliver a written notice (the “New Issuance Notice”"NOTICE OF ACCEPTANCE") to the holders Company prior to the end of the Series A Preferred Stock, which New Issuance Notice shall state twenty (x20) the number of New Securities proposed to be issued and (y) the proposed purchase price per share day period of the New Securities Offer, setting forth the portion (or all, if the “Proposed Price”). (2) For a period Offer is contingent upon the sale to the prospective purchaser of fifteen (15) Business Days after the giving all of the New Issuance NoticeOffered Securities) of such Stockholder's pro rata portion of the Offered Securities that such Stockholder elects to purchase. In addition, each holder of the Series A Preferred Stock Stockholder shall have the right to purchase (awhich right shall be exercised by notice to such effect in the Notice Of Acceptance) if any Offered Securities not accepted by any other Stockholder, in which case the Dilutive Issuance occurs Offered Securities not accepted by any such other Stockholders shall be deemed, on the same terms and conditions, to be offered from time to time during such twenty (20) day period to and accepted by such Stockholders who exercised their options under this sentence ratably based on their interests in the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (Company or as defined below) of the New Securities, or they may otherwise agree. (b) if the Dilutive Issuance occurs after If a Notice of Acceptance is not given by a Stockholder in respect of such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) Stockholder's pro rata portion of the New Offered Securities, the Company shall have ninety (90) days from the expiration of the twenty (20) day period to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given, but only to the offerees or purchasers described in each case at a purchase the Offer and only upon terms and conditions (including, without limitation, price per share equal share) which are not more favorable, in the aggregate, to the Proposed Price acquiring Person or Persons or less favorable to the Company than those set forth in the Offer. (c) Upon the closing of the issuance, sale or exchange of the Offered Securities that are subject to a Notice of Acceptance, the Stockholders shall acquire from the Company, and the Company shall issue to the Stockholders, the number of Offered Securities specified in the Notice of Acceptance, upon the terms and conditions set forth specified in the New Issuance NoticeOffer. As used hereinThe purchase by the Stockholders of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Stockholders of a purchase agreement relating to such Offered Securities that is reasonably satisfactory in form and substance to the Stockholders and their counsel and in compliance with all applicable securities laws. (d) Any Offered Securities that are not acquired by the Stockholders or the offerees or purchasers described in the Offer in accordance with this Section 6 may not be issued, sold or exchanged until they are again offered to the Stockholders under the procedures specified in this Section 6. (e) Notwithstanding the foregoing, the term “Proportionate Share” means, as to each holder pre-emptive rights of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing Stockholders arising under this Section 6 shall not apply to: (i) a number the issuance by the Company of shares Offered Securities to employees, directors or consultants of Common Stock Beneficially Owned the Company pursuant to any Company stock option or other equity incentive plan, in connection with an employment or consulting agreement or arrangement with the Company, or in exchange for other securities of the Company (including, without limitation, options granted under option plans) held by any such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such dateemployees, by directors or consultants; or (ii) Offered Securities issued in connection with the number of shares of Common Stock acquisition of the Corporation business of another entity, whether by the purchase of equity securities, assets or otherwise; or (iii) Offered Securities issued and outstanding as a stock dividend to Stockholders or upon any subdivision or combination of Company Securities; or (iii) Offered Securities issued pursuant to or as contemplated by that certain Stock Purchase Agreement, dated as of such datethe August 23, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) 2002 by and between USI and the Company; or (iv) Offered Securities sold by the Company in an underwritten public offering pursuant to an effective registration statement under the Securities Act; or (v) capital stock or securities exercisable for or convertible into such capital stock issued in connection with any equipment leases or borrowings, direct or indirect, from third-party financial or other institutions regularly engaged in such businesses; or (vi) any warrants issued without consideration or for nominal consideration in connection with any third-party debt financings; or (vii) any performance-based equity issued to third-parties in connection with strategic relationships. (f) The failure of any Stockholder to exercise its rights under this Section 6 shall not be deemed to be a waiver of its rights hereunder in full connection with any subsequent issuance, sale or exchange, or agreement to issue, sell or exchange, or reservation or setting aside for issuance, sale or exchange, of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)Offered Securities.

Pre-emptive Rights. If the Company issues any shares of Common Stock (1other than shares of Common Stock issuable upon exercise of the CVC Warrant and upon exercise of incentive stock options to be issued to certain members of management of the Company) Except for (i) (A) the issuance of or any securities containing options or rights to acquire any shares of Common Stock or options any securities convertible or rights exchangeable for Common Stock in each case, after the date hereof to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation CVC or any Affiliate of its subsidiaries or CVC, the Company will offer to sell to each Other Stockholder a number of such securities (B"Offered Shares") so that the Ownership Ratio immediately after the issuance of such securities for each Stockholder would be equal to the Ownership Ratio for such Stockholder immediately prior to such issuance of securities. The Company shall give each Stockholder at least 30 days prior written notice of any shares proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of Common Stock such issuance (the "Issuance Notice"). Each Stockholder will be entitled to purchase such securities at the same price, on the same terms, and at the same time as the securities are issued by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"); provided, that if more than one type of security was issued, each Stockholder shall, if it exercises its rights pursuant to this Section 9, purchase such securities in the same ratio as issued. If any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue DateStockholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. In the event that any Stockholder elects to purchase Offered Shares, at such Stockholder's request (which request shall be included in the Election Notice), the Company shall issue to such Stockholders, in lieu of the securities constituting Offered Shares, nonvoting securities which shall otherwise be identical in all respects to such securities constituting Offered Shares, except that it (i) shall be nonvoting, (ii) shall be convertible into a subdivision voting security (including the securities constituting Offered Shares) on such terms as are requested by way of a stock dividend) such Stockholder in light of the outstanding shares of Common Stock into a larger number of shares of Common Stockapplicable regulatory considerations then prevailing, and (iii) may not, at Stockholder's request, be a common equity security. In the issuance of capital stock as full or partial consideration for a mergerevent any Stockholder elects not to exercise its rights pursuant to this Section 9, acquisition, joint venture, strategic alliance, or no other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock Stockholder shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up securities offered to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)Stockholder.