Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. If the Corporation is to issue any Additional Shares, the Corporation shall first offer such Additional Shares to all Shareholders by notice given to them of the Corporation’s intention to issue Additional Shares, the number thereof to be so issued and the issue price per Additional Share. The Shareholders shall have the right to purchase the Additional Shares so offered at the issue price per Additional Share set forth in such notice, pro rata based upon the number of Common Shares held by the Shareholders at the date such notice is given. Each Shareholder shall have 20 Business Days from the date such notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Additional Shares not so taken up by the Shareholders may be issued to such Persons who are not Shareholders of the Corporation at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties hereto.

Pre-emptive Rights. If Without prejudice to the Corporation is to issue any Additional SharesAnti-Dilution Protection, the Corporation shall first offer such Additional Shares to all Shareholders by notice given to them of the Corporation’s intention to issue Additional Shares, the number thereof to be so issued and upon the issue price per Additional Share. The Shareholders of new Shares each holder of Preferred Shares shall have the right to purchase participate in any issuance of Shares or other equity securities or securities convertible into or exercisable or exchangeable for, equity securities (the Additional Shares so offered at the issue price per Additional Share set forth in “Equity Securities”), except for Excluded Securities, up to that amount equal to such notice, holder’s pro rata based upon ownership of Preferred Shares of the number Company. The Company shall give written notice of Common Shares held the proposed issuance of Equity Securities to each Preferred Shareholder not later than twenty-five (25) days prior to such intended issuance. Such notice shall contain all material terms and conditions of the issuance and of the Equity Securities. Each Preferred Shareholder may elect to exercise all or any portion of its rights under this Clause 5 by giving written notice to the Company within twelve (12) days after the Company’s notice. If the consideration paid by others for the Equity Securities is not cash, the value of the consideration shall be determined in good faith by the Supervisory Board, and any electing Preferred Shareholder that cannot for any reason pay for the Equity Securities in the form of non-cash consideration may pay the cash equivalent thereof, as determined by the Supervisory Board. All payments shall be delivered by electing Preferred Shareholders at to the Company not later than the date such notice is givenspecified by the Company in its notice. Each Preferred Shareholder shall have 20 Business Days from the date a right of overallotment such notice is given in which that, if any other Preferred Shareholder fails to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or its full portion of the Additional Shares offered Equity Securities in accordance with this Clause 5. The Company shall give written notice thereof to it that the other participating Preferred Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. After within two (2) days following the expiration of the twelve (12) days period set forth above and such period other participating Preferred Shareholders may, within five (5) days following the date of 20 Business Days or 10 Business Daysthe Company’s written notice, as applicableexercise an additional right to purchase, on a pro rata basis, the Additional Shares Equity Securities not previously purchased by so taken up notifying the Company, in writing, within five (5) day period. Each Preferred Shareholder shall be entitled to apportion Equity Securities to be purchased among its partners and affiliates, provided that such Preferred Shareholder notifies the Company of such allocation. The portion of the Equity Securities that is not purchased by the Preferred Shareholders may be issued offered to such Persons who are not Shareholders other third parties on terms no less favorable to the Company for a period of the Corporation at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 three (3) days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties heretothereafter.

Pre-emptive Rights. (a) If the Corporation is proposes to issue offer or sell any Additional SharesNew Securities (as defined below), the Corporation shall first offer such Additional Shares New Securities to all Shareholders by notice given to them the holders of the Corporation’s intention to issue Additional Shares, the number thereof to be so issued and the issue price per Additional ShareSeries B-[●] Preferred Stock. The Shareholders holder shall have be entitled to participate in the right to purchase such offering of New Securities (the Additional Shares so offered at the issue price per Additional Share set forth in such notice, “Offering”) on a pro rata based upon basis, determined by dividing (i) the number of Common Shares shares of Series B-[●] Preferred Stock, on as converted basis, held by the Shareholders holder, by the (ii) total number of shares of Common Stock issued and outstanding at the date time of such offering plus the number of shares of Series B Preferred Stock outstanding, on an as converted basis. The Corporation shall give notice is given. Each Shareholder (the “Offer Notice”) to the Purchaser, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities, provided that if the New Securities are to be sold in an underwritten public offering, the price with respect to such New Securities shall have 20 Business Days from be such public offering price that the date Corporation anticipates in such notice is given in which to notify offering, as determined by the Corporation in writing that such Shareholder wishes good faith at the time of the Offer Notice. The holder may elect by written notice delivered to the Corporation within two (2) Business Days, or, in the case of a registered offering, one (1) Business Day, of the date the Offer Notice is given to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that shares of Common Stock then held by the holder (including all shares of Common Stock represented by Preferred Stock or any other Convertible Securities) bears to the total number of shares of Common Stock of the Additional Shares so offered at Corporation then outstanding; provided that, if such issue price per Additional Share which notice will specify either that holder elects to participate in the Shareholder is electing Offering pursuant to take up and pay for all this Section 9.6, upon the request of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to itholder, the Corporation willshall be required to extend the closing for the holder’s purchase of New Securities in the Offering to a date selected by such holder, which date shall be no later than the date that is ten (10) Business Days following expiry the closing of the foregoing 20 Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Additional Shares not so taken up by the Shareholders may be issued to such Persons who are not Shareholders of the Corporation at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties heretoOffering.

Pre-emptive Rights. (a) If at any time, any outstanding Obligations of the Corporation is Borrower or any Corporate Guarantor under the Credit Agreement and the other Loan Documents remain due and owing to issue any Additional Sharesthe Lender, or if the Lender and its Affiliates own, directly or indirectly, 5% or more of the outstanding Common Shares of the Borrower on a non-diluted basis (the "Pre-Emptive Rights Threshold"), the Corporation shall first offer such Additional Shares Borrower hereby grants to all Shareholders by notice given to them of the Corporation’s intention to issue Additional Shares, the number thereof to be so issued and the issue price per Additional Share. The Shareholders shall have Lender the right to purchase purchase, directly or by any of its Affiliates, from time to time upon the Additional occurrence of any Triggering Event up to such number of Common Shares so offered and/or Convertible Securities issuable under such Triggering Event (the "Pre-Emptive Right Securities") on the same terms and conditions as those issuable to all other Persons under such Triggering Event (provided that, if the Borrower is prohibited by Applicable Securities Legislation or other Applicable Laws or the rules of any stock exchange from participating on the same terms and conditions under such Trigger Event, the Borrower shall use commercially reasonable efforts to enable the Lender to participate on terms and conditions that are as substantially similar as circumstances permit) which will allow the Lender to maintain the As-Converted Ownership of the Lender immediately prior to the Triggering Event, to a maximum number which shall not exceed of 20% or more of the issued and outstanding Common Shares on a non-diluted basis, unless any applicable approvals of the Exchanges are obtained and any related requirements are satisfied, including shareholder approval by the Borrower in accordance with Applicable Securities Legislation and the rules or policies of each applicable Exchange, if applicable. Upon written notice from the Lender that the Lender intends to acquire any Pre-Emptive Right Securities pursuant to this Section 8.6.1(a) that would result in the Lender exceeding the aforementioned 20% threshold, the Borrower shall (A) cause a resolution (the "Lender Ownership Resolution") to be put forth before the Borrower's shareholders at the issue price per Additional Share set forth Borrower's next meeting of shareholders (whether an annual general meeting or a special meeting) to seek requisite shareholder approval in such notice, pro rata based upon order to permit the Lender to beneficially own 20% or more of the outstanding Common Shares in compliance with Applicable Securities Legislation or other Applicable Laws or the rules of any stock exchange and acquire the number of Common Shares held the Lender would have otherwise been able to acquire in order to allow the Lender to maintain the As-Converted Ownership of the Lender immediately prior to the Triggering Event, but which were not issued to the Lender because of the aforementioned 20% threshold; (B) recommend shareholders to vote in favour of the Lender Ownership Resolution; (C) solicit proxies in support thereof (in accordance with past practice regarding solicitation at annual general meetings); and (iv) cause all votes received by proxy in favour of the Lender Ownership Resolution to be voted in favour of the Lender Ownership Resolution. In the event that a Triggering Event consists of an issue of both Common Shares and Convertible Securities, the Pre-Emptive Right Securities shall be allocated to the Lender and its Affiliates between Common Shares and Convertible Securities on the same pro rata basis as are allocated to other subscribers under the Triggering Event. In connection with a Triggering Event that includes the issuance of Convertible Securities, the As-Converted Ownership of the Lender and the issue of Pre-Emptive Right Securities will be calculated assuming the conversion or exercise into Common Shares of all Convertible Securities under the Triggering Event and the Pre-Emptive Right. In connection with a Triggering Event whereby additional Common Shares and/or Convertible Securities are issued to any third parties upon the exercise of any other participation, top-up or pre-emptive rights provided by the Shareholders at Borrower to such third party (a "Third Party Pre-Emptive Right"), the date such notice is given. Each Shareholder shall have 20 Business Days from the date such notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any As-Converted Ownership of the Additional Lender and the issue of Pre-Emptive Right Securities will be calculated after taking into account all additional Common Shares so offered and/or Convertible Securities that are issued pursuant to the exercise of any Third Party Pre-Emptive Right that are triggered as a result of a Triggering Event. For the purposes of this Section 8.6, the "As-Converted Ownership of the Lender" means, as at any date, the aggregate interest of the Lender and its Affiliates calculated as a percentage, (a) the numerator of which shall be the number of Common Shares and Convertible Securities otherwise beneficially owned or controlled by the Lender and its Affiliates, as at such issue price per Additional Share relevant date, and (b) the denominator of which notice will specify either that shall be the Shareholder is electing to take up and pay for all aggregate number of Common Shares outstanding of the Additional Shares offered to it Company, together with the Convertible Securities otherwise beneficially owned or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice controlled by the Corporation a binding contract for the sale Lender and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to itAffiliates, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered as at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Additional Shares not so taken up by the Shareholders may be issued to such Persons who are not Shareholders of the Corporation at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties heretorelevant date.

Pre-emptive Rights. If Except as otherwise provided herein, and except for Shares to be made available for compensation purposes pursuant to the Corporation is to issue any Additional SharesStock Option Plan (as defined in Section 4.01 below) and acquisitions approved by the Board or which are otherwise permitted under that Section, the Corporation Company shall not offer, issue or sell, or enter into any agreement or commitment to offer, issue or sell any of its shares or any options, rights or other securities to acquire any such shares (collectively, the "Preemptive Shares"), unless the Company shall first offer such Additional Shares in writing to all Shareholders by notice given sell to them each of the Corporation’s intention to issue Additional SharesShareholders, on the same terms and conditions and at the same equivalent price, the number thereof to be so issued and the issue price per Additional Share. The Shareholders shall have the right to purchase the Additional Shares so offered at the issue price per Additional Share set forth in such notice, pro rata based upon the number of Common Shares held by the Shareholders at the date such notice is given. Each Shareholder shall have 20 Business Days from the date such notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given shares equal to the Proportionate Amount (as defined below); provided that in the event a Shareholder who elected elects not to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised exercise its rights pursuant to acquirethis Section 3.08, and such whether in full or in part, each other Shareholder shall have the right to purchase subscribe for such non-electing Shareholder's Proportionate Amount. In the Additional event the subscription by each other Shareholder for the non-electing Shareholder's Proportionate Amount exceeds the Proportionate Amount, each other Shareholder shall be entitled to subscribe for the pro rata portion of such Proportionate Amount based on the number of Shares so offered at held by each Shareholder on such issue price per Additional Sharedate. The Shareholder "Proportionate Amount" shall have 10 Business Days from be equal to the date product of (x) all such subsequent notice is given in shares and securities to be sold or issued and (y) a fraction (i) the numerator of which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or shall be the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice owned by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and (ii) the Corporationdenominator of which shall be the aggregate number of outstanding Shares. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Additional Shares not so taken up by the Shareholders may be issued to such Persons who are not Shareholders of the Corporation Such offer shall remain outstanding for at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 least 14 days from the date of such written notice and shall be exercised by a Shareholder giving written notice to the Company within such 14 day period (a "Preemptive Notice"). Following the completion of such 14 day period, the Company shall have the right, for a period of 60 days to sell any Preemptive Shares not purchased by existing Shareholders, on substantially similar terms and at a price per share not less than the per share price in respect of the Preemptive Shares offered to such Shareholders. Thereafter, any offer, sale or issuance of Preemptive Shares shall again be subject to the provisions of this Section 3.08. The terms of this Section 3.08 shall terminate and be null and void on the date that Initial Public Offering is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties heretocompleted.

Pre-emptive Rights. If After the Corporation is Outside Date, if any Shares of the Company, or securities convertible into or exchangeable directly or indirectly for shares in the capital of the Company (including any newly created class or series) (collectively referred to issue any in this Section as “Additional SharesSecurities”), are to be issued, the Corporation Company shall first offer such Additional Securities to those holders of its Shares to all Shareholders (the “Eligible Shareholders”) by notice given to them of the CorporationCompany’s intention to issue Additional Shares, Securities and the number thereof and purchase price of such Additional Securities to be so issued and issued. Each of the issue price per Additional Share. The Eligible Shareholders shall have the right to may purchase its Pro Rata Share (as such term is defined below) of the Additional Shares Securities so offered at offered. Each Eligible Shareholder’s “Pro Rata Share” of the issue price per Additional Share set forth in such noticeSecurities shall be equal to the total number of Additional Securities so offered, pro rata based upon multiplied by the quotient of X/Y, where X is equal to the number of Common Shares that the Eligible Shareholder holds, and Y is equal to the aggregate number of Shares held by all of the Shareholders at the date such notice is givenEligible Shareholders. Each Eligible Shareholder shall have 20 ten (10) Business Days from the date such notice is given in which to notify give a notice to the Corporation in writing that Company of such Shareholder wishes Eligible Shareholder’s intention to purchase all or any of the Additional Shares so offered at such issue price per Additional Share Securities to which notice will specify either that the Shareholder it is electing to take up entitled and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to shall indicate in such notice will the maximum number of Additional Securities that such Eligible Shareholder is willing to purchase (which number may be deemed up to be formed between such Shareholder and the Corporationits Pro Rata Share). If either no such notice is given by an Eligible Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise within such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 ten (10) Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Eligible Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to have rejected the offer to purchase such Additional Securities. The transaction of purchase and sale by the Company to the Eligible Shareholders shall be formed between such Shareholder and completed on the Corporationdate specified by the board of directors of the Company. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Any Additional Shares Securities not so taken up by the Eligible Shareholders may be issued within sixty (60) days of such Additional Securities having been first offered to the Eligible Shareholders, at not less than the price and on terms no more favourable than the terms offered to the Eligible Shareholders, to such Persons who are not Shareholders as the directors of the Corporation at such issue price per Additional Share provided in the noticeCompany determine, provided that all such Additional Shares must be issued within 100 days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by the terms of Sections 6.4, 6.5, and 6.6 of this Agreement and to become parties heretoAgreement.

Pre-emptive Rights. If (a) If, prior to the Corporation is to issue any Additional Sharesthird anniversary of the Closing Date, the Corporation Company proposes to issue, grant or sell any Common Stock, Options or Convertible Securities and any other equity or equity-linked securities or debt which is convertible into equity or in which there is an equity component, including, but not limited to, any Pre-emptive Rights Letter September 9, 2003 additional issuances of Series A Preferred and Common Stock Warrants issued in connection therewith (the “Pre-emptive Shares”), the Company shall first offer give to each of the Rights Holders a written notice to the address set forth above (or such Additional other address as such Rights Holder may designate from time to time in writing to the Company) setting forth in reasonable detail the price and other terms on which such Pre-emptive Shares are proposed to all Shareholders by be issued or sold, the terms of such Pre-emptive Shares and the amount thereof proposed to be issued, granted or sold. Each of the Rights Holders shall thereafter have the pre-emptive right, upon written notice given to them the Company no later than ten (10) days after receipt of the CorporationCompany’s intention notice, to issue Additional Shares, purchase the number thereof of such Pre-emptive Shares set forth in such Rights Holder’s notice (up to be so issued such Rights Holder’s Proportionate Share) for the price and other terms set forth in the issue price per Additional Company’s notice. Any notice by a Rights Holder exercising the right to purchase Pre-emptive Shares pursuant to this letter shall constitute an irrevocable commitment to purchase from the Company the Pre-emptive Shares (up to such Rights Holder’s Proportionate Share) specified in such notice. The Shareholders closing of the purchase of Pre-emptive Shares by the Rights Holders shall take place on such date, no more than thirty (30) days after the expiration of the ten-day period referred to above, as the Company may determine; provided, that the Company shall give the purchasing Rights Holders prompt prior notice of such date. To the extent that a Rights Holder does not exercise its pre-emptive right to the full extent of its Proportionate Share, each other Rights Holder shall have the right to purchase the Additional Pre-emptive Shares so offered at that such non-purchasing Rights Holder was entitled to, but did not, purchase in proportion to each other such Rights Holder’s respective Proportionate Share. From the issue expiration of the ten-day period first referred to above and for a period of ninety (90) days thereafter, the Company may offer, issue, grant and sell to any Person Pre-emptive Shares having the terms set forth in the Company’s notice relating to such Pre-emptive Shares for a price per Additional Share and other terms no less favorable to the Company, and including no less cash, than those set forth in such noticenotice (without deduction for reasonable underwriting, pro rata based upon the number of Common Shares held by the Shareholders at the date such notice is given. Each Shareholder shall have 20 Business Days from the date such notice is given sales agency and similar fees payable in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either connection therewith); provided, however, that the Shareholder is electing to take up and pay for all of Company may not issue, grant or sell Pre-emptive Shares in an amount greater than the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to amount set forth in such notice will be deemed minus the amount purchased or committed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice purchased by the Corporation a binding contract for the sale and purchase Rights Holders upon exercise of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Additional Shares not so taken up by the Shareholders may be issued to such Persons who are not Shareholders of the Corporation at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties heretotheir pre-emptive rights.

Pre-emptive Rights. If In the Corporation is event that, after the Effective Date, and so long as the Investor holds any NPIP Equity, NPIP proposes to issue any Additional SharesNew Securities (other than Exempted New Securities), the Corporation Investor shall first offer have a preemptive right, to subscribe for a Pro Rata Share of such Additional Shares New Securities. Not less than fifteen (15) Business Days before a proposed issuance of New Securities (a “Proposed Issuance”), NPIP shall deliver to all Shareholders by the Investor a written notice given to them of the Corporation’s intention Proposed Issuance setting forth (i) the number, type and terms of the Securities to issue Additional Sharesbe issued, (ii) the consideration to be received by NPIP in connection with the Proposed Issuance and (iii) the identity of the allottees. Within ten (10) Business Days following delivery of the notice referred to in this Clause 5(e), the number thereof Investor, if it elects to be so issued and the issue price per Additional Share. The Shareholders exercise its rights under this Clause 5(e) shall have the right give written notice to purchase the Additional Shares so offered at the issue price per Additional Share set forth in such notice, pro rata based upon NPIP specifying the number of Common Shares held Securities to be purchased by the Shareholders at Investor (which shall not be greater than its Pro Rata Share of such New Securities) and NPIP shall issue and allot such number of New Securities to the date such notice is given. Each Shareholder shall have 20 Investor within five (5) Business Days from the date such notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and thereafter, upon receipt of the consideration specified in the aforesaid notice. Provided further that NPIP shall not issue any New Securities after the date of execution of this Agreement, as mentioned above, till the Completion Date, as defined in Subscription Agreement. In the event that, after the Effective Date and until the Termination Date, and only so long as the Investor holds any NPIP Equity or NPIP Napo Common Stock as per Clause 7(a), Napo proposes to issue any New Securities (other than Exempted New Securities), the Investor shall have a preemptive right to subscribe for a Pro Rata Share of such New Securities on the terms and conditions offered by Napo (the “Pre-emptive Rights”). Napo undertakes to issue to the Investor such New Securities as per its Pro Rata Shares of such New Securities if applicable Law allows the Investor to hold such New Securitis or to allow the Investor to subscribe to such New Securities by any of its Affiliates in accordance with the terms and conditions offered by Napo. Prior to such issuance, Napo shall deliver a notice of the proposed issuance of New Securities to the Investor (a “Proposed Issuance”), Napo shall deliver to the Investor a written notice of the Proposed Issuance setting forth (i) the number, type and terms of the New Securities to be issued and (ii) the consideration to be received by Napo in connection with the Proposed Issuance (the “Preemptive Notice”). Within ten (10) Business Days following delivery of the Preemptive Notice, the Investor, if it elects to exercise its rights under this Clause 5(e), shall give written notice to Napo specifying the number of New Securities to be purchased by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will Investor or its Affiliates (which shall not be exercising greater than its right Pro Rata Share of such New Securities). Napo shall issue and allot such number of New Securities as communicated by Investor to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it Napo within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 five (5) Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon after receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Additional Shares not so taken up by the Shareholders may be issued to such Persons who are not Shareholders of the Corporation at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties hereto.the

Pre-emptive Rights. If the Corporation is to issue any Additional SharesThe Holder, the Corporation shall first offer such Additional Shares to along with all Shareholders by notice given to them of the Corporation’s intention to issue Additional Sharesother holders of Registrable Securities, the number thereof to be so issued and the issue price per Additional Share. The Shareholders shall have the right to purchase subscribe for any equity securities or securities convertible or exchangeable into equity securities now or hereafter authorized which the Additional Shares Company proposes to issue or sell ("New Securities"), and such right shall be exercisable by the Holder or its assignees; provided,however, that this Section 8.1 shall not apply to (a) the issuance of Common Stock upon the exercise of any securities outstanding on the date hereof, (b) equity securities issued in connection with acquisitions of businesses or assets by the Company approved by the Board, (c) the issuance of options or awards made pursuant to the Stock Option Plan or the issuance of Common Stock upon exercise of such options or (d) equity securities issued to the Holder after the date hereof (so offered at as to avoid double counting hereunder). The Company shall give the issue price per Additional Share Holder not less than five days' written notice (an "Offer Notice") of any issuance or sale. The Offer Notice shall reflect the terms of the issuance or sale and state that the other parties to the transaction are firmly committed to the acquisition of the shares subject only to the Holder's right to participate as set forth in this Section 8.1. If the Holder desires to acquire the offered securities, the Holder shall provide readily available funds in accordance with the terms set forth in the Offer Notice. If the Holder fails to exercise its rights pursuant to this Section 8.1, the Company shall be entitled to sell such notice, pro rata based upon New Securities which Holder did not elect to purchase during the number 35 days following the date of Common Shares held the Offer Notice on terms and conditions set forth in the Offer Notice to the Holder. Any New Securities offered or sold by the Shareholders at the date Company to any Person after such notice is given. Each Shareholder shall have 20 Business Days from the date such notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares 35-day period must be re-offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given Holder pursuant to the Shareholder who elected to take up and pay for all terms of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Additional Shares not so taken up by the Shareholders may be issued to such Persons who are not Shareholders of the Corporation at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties heretoSection 8.1.