Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. (a) Subject to applicable laws and the requirements of any stock exchange on which the Corporation's securities may be listed and posted for trading, if any additional shares of Common Stock are to be issued by the Corporation, the Corporation will first offer (the "Offer") such Common Stock to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation). (b) Each Investor will have the right to purchase that proportion of the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation. (c) In the event the Investor accepts the Offer, the Investor will take up and pay for all or any of the Common Stock to which the Investor is entitled on the closing of the transaction. (d) The rights of the Investors in this Section 9 will not apply to issuances of: (i) Common Stock issued or issuable: (1) upon the conversion of Convertible Securities (as defined below); (2) upon the exercise of options granted pursuant to any stock option plan or other equity incentive plan, in either case approved by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwise. (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.

Pre-emptive Rights. (a) Subject If the Company intends, directly or indirectly, to applicable laws offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for its Common Shares or securities convertible or exchangeable into its Common Shares, other than pursuant to the requirements Series B Note Offering or Common Shares issued for strategic investments or bona fide acquisitions, firmly underwritten public offerings with gross proceeds in excess of US $50,000,000 and any stock exchange on which the Corporation's securities may be listed and posted for tradingApproved Shares Plan (any such offer, if any additional shares of Common Stock are sale, grant, disposition or announcement being referred to be issued by the Corporationas a “Subsequent Placement”), the Corporation will Company shall have first offer (the "Offer") such Common Stock to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor complied with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation)this Section 8.19. (b) Each Investor will have The Company shall deliver to each Purchaser, so long as such Purchaser is then a holder of outstanding Notes, a written notice (the right “Offer Notice”) of any proposed or intended issuance or sale (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued or sold, and the number or amount of the Offered Securities to be issued or sold, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued or sold and (z) offer to issue and sell to such Purchasers, so long as such Purchasers are then a holder of outstanding Notes, an aggregate amount representing thirty percent (30%) of the amount of the Subsequent Placement, to be allocated among such Purchasers (i) based on such Purchaser’s Allocation Percentage (the “Basic Amount”), and (ii) with respect to each Purchaser that elects to purchase that proportion its Basic Amount, any additional portion of the Common Stock so offered that is equal Offered Securities attributable to the proportion Basic Amounts of Class 4 Preference Shares owned beneficially other Purchasers as such Purchaser shall indicate it will purchase or of record by acquire should the Investor to other Purchasers subscribe for less than their Basic Amounts (the aggregate issued Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation“Undersubscription Amount”). (c) In the event the Investor accepts the To accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the Investor will take up and pay for all or any Company prior to the end of the Common Stock to which the Investor is entitled on the closing second (2nd) Business Day by 5:00 p.m New York City time after such Purchaser’s receipt of the transactionOffer Notice containing the final definitive terms of the Subsequent Placement (the “Offer Period”), setting forth the portion of such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice Of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary. (d) The rights If the Purchasers, collectively, do not elect to purchase 30% of the Investors in Subsequent Placement which may be purchased by such Purchasers pursuant to this Section 9 will 8.19, the Issuer may offer and sell the securities to which the Purchasers were entitled to purchase hereunder, or the securities not apply purchasable by the Purchasers hereunder, as the case may be, to issuances of: a third party (iwhich may include any Purchaser), provided that such sale must occur within thirty (30) Common Stock issued days of the Subsequent Placement Closing Date and on the same terms and conditions set forth in the Offer Notice. Any such sale made after such thirty-day period, or issuable: (1) upon on terms or conditions different than the conversion terms set forth in the Offer Note, must again be offered to the Purchasers in accordance with Section 8.19 above. Each purchase of Convertible Securities (as defined below); (2) upon the exercise of options granted securities by Purchasers pursuant to any stock option plan or other equity incentive plan, in either case approved by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwise. (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.8.19 shall take place on the Subsequent Placement Closing Date

Pre-emptive Rights. Except for the issuance of shares of Class B Common Stock (or securities convertible into or containing options or rights to acquire shares of Class B Common Stock) (a) Subject pursuant to applicable laws and a Public Sale, (b) as consideration for the requirements acquisition of all or any substantial portion of the assets or all or any portion of the capital stock of any Person or to any lender in connection with any financing extended to the Company or any of its Subsidiaries, (c) upon conversion of shares of Series A Preferred Stock or Class A Common Stock, (d) pursuant to any Stock Option or any other management stock exchange on option plan or any other issuance of shares of Class B Common Stock to any employee of the Company, or (e) with respect to which the Corporation's Required Sponsor Holders have waived their rights to purchase any securities may be listed pursuant to this Section 5.1 (and posted for tradingdo not participate in such purchase), if the Company authorizes the issuance and sale of any additional shares of any class of capital stock or any securities convertible into or containing options or rights to acquire any shares of any class of capital stock (other than as a dividend on the outstanding Class A Common Stock, Class B Common Stock or Series A Preferred Stock), the Company will first offer to sell to each Major Holder a pro rata portion of such securities equal to the percentage determined by dividing (y) the number of shares of Class B Common Stock held by such Major Holder and his or her Family Members (determined on a fully-diluted basis) by (z) the number of shares of Class B Common Stock then outstanding (determined on a fully-diluted basis). Each Major Holder will be entitled to purchase all or part of such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Persons. In the event of a sale of capital stock of the Company in units consisting of shares of Common Stock are and shares of Preferred Stock, each Stockholder exercising any rights under this Section 5.1 shall be required to purchase units of shares of Preferred Stock and Common Stock in the same ratio as is proposed to be issued by the Corporation, the Corporation will first offer (the "Offer") sold in such Common Stock to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation). (b) Each Investor will have the right to purchase that proportion of the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of such Offeroffering. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation. (c) In the event that any portion of the Investor accepts shares of capital stock of the OfferCompany held by any Management Stockholders are subject to repurchase rights in favor of the Company, the Investor will take up and pay for all or any Company may require that similar repurchase rights in favor of the Common Stock Company shall apply with respect to which the Investor is entitled on the closing same portion of shares of capital stock of the transaction. (d) The rights of the Investors in Company purchased by such Management Stockholders pursuant to this Section 9 will not apply to issuances of: (i) Common Stock issued or issuable: (1) upon the conversion of Convertible Securities (as defined below); (2) upon the exercise of options granted pursuant to any stock option plan or other equity incentive plan, in either case approved by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwise5.1. (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.

Pre-emptive Rights. (a) Subject Except for (i) the issuance of Common Stock (or securities convertible into or containing options or rights to applicable laws and acquire shares of Common Stock) (A) pursuant to an Initial Public Offering, (B) as consideration for the requirements acquisition of all or any substantial portion of the assets or all or any portion of the capital stock of any Person, (C) upon conversion, exchange or reclassification of shares of one class or series of capital stock exchange on which of the Corporation's securities may be listed and posted for tradingCompany into shares of another class or series of capital stock of the Company, if (D) to any additional current or former employee or director of the Company or any of its Subsidiaries as employment-related compensation in a transaction approved by the Board of Directors, or (E) upon the exercise or redemption of any options, warrants or other rights to acquire shares of Common Stock which are outstanding as of the Effective Time or upon the exercise of any options to be acquire up to 11,500 shares of Common Stock authorized and reserved for issuance under the Company’s 2010 Equity Incentive Plan as of the Effective Time; or (ii) Securities issued by pursuant to the CorporationSPRA or any Securities issued upon the exercise or conversion of Securities issued pursuant to the SPRA, if the Company authorizes the issuance and sale of any shares of any class of Securities (other than as a dividend, stock split, split-up or other distribution on the outstanding Common Stock) (such Securities, “Issuance Securities”), the Corporation Company will first offer to sell to each 5% Holder, and each such 5% Holder shall have the right to purchase (the "Offer"“Purchase Right”) at the price and on the terms set forth in the Issuance Notice (defined below), a pro rata portion of such Issuance Securities (based upon the respective number of Securities then held by all 5% Holders on a fully diluted and as-converted to Common Stock to each basis, but excluding any shares of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof issuable upon exercise of any options, warrants or other rights to be so issued, the purchase price for each acquire shares of Common Stock and the date of issuance (to the extent such facts are known then held by the Corporationany Stockholders). (b) Promptly after the Company authorizes the proposed issuance and sale of the Issuance Securities, the Company shall notify (“Issuance Notice”) each 5% Holder in writing of such authorization, with such notification setting forth in reasonable detail the material terms of such issuance, including the terms of the Issuance Securities, the purchase price therefor, the payment terms and such 5% Holder’s percentage allotment. Each Investor will have the right 5% Holder (or applicable designee or delegee thereof) entitled to purchase that proportion Issuance Securities must exercise such 5% Holder’s Purchase Right within thirty (30) days after delivery by the Company of the Common Stock so offered that is equal to Issuance Notice (the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation“Pre-Emptive Right Notice Period”). (c) Upon the expiration of the Pre-Emptive Right Notice Period, if Purchase Rights have been exercised by the 5% Holders with respect to some but not all of the Issuance Securities, then the Company shall immediately send written notice to those 5% Holders who timely and fully exercised their Purchase Rights (the “Exercising Holders”). Each Exercising Holder shall have an additional right to purchase (“Secondary Purchase Right”) all or any part of the balance of any such remaining Issuance Securities on the terms and conditions specified in the Issuance Notice. To exercise such Secondary Purchase Right, an Exercising Holder must provide written notice to the Company within ten (10) days after the Company’s delivery of such notice of the Secondary Purchase Right. In the event two (2) or more Exercising Holders choose to exercise the Investor accepts Secondary Purchase Right for a total number of remaining Issuance Securities in excess of the Offernumber available, the Investor will take up and pay remaining Issuance Securities available for all or any of the Common Stock purchase under this Section 5.1(c) shall be allocated to which the Investor is entitled such Exercising Holders pro rata based on the closing relative number of the transactionshares of Issuance Securities such Exercising Holders have elected to purchase pursuant to their respective Secondary Purchase Right. (d) The rights Beginning fifteen (15) days after the expiration of the Investors in Pre-Emptive Right Notice Period, for a period of ninety (90) days, the Company will be free to sell such Issuance Securities that the 5% Holders have not elected to purchase on terms and conditions no more favorable to the purchasers thereof than those offered to such 5% Holders. Any Issuance Securities offered or sold by the Company after such ninety (90) day period must be reoffered to the 5% Holders entitled to purchase such Issuance Securities pursuant to the terms of this Section 9 will not apply to issuances of: (i) Common Stock issued or issuable: (1) upon the conversion 5. Any purchaser of Convertible Issuance Securities (as defined below); (2) upon the exercise of options granted pursuant to any stock option plan or other equity incentive planthis Section 5.3(d) that is not already a party hereto, in either case approved by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on condition precedent to the closing of any class such sale, shall have executed and delivered to the Company an Instrument of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwiseAccession. (e) For the purposes of Notwithstanding anything else contained in this Section 9 “Convertible Securities” means 5 to the contrary, each 5% Holder shall be entitled to assign or delegate its rights under this Section 5 to any evidences of indebtednessits Affiliates and any Designated Holder shall be entitled to assign or delegate its rights under this Section 5 to its Affiliates or the other Designated Holder or its Affiliates; provided that such assignment or delegation would not violate Section 2.5, shares or other securities convertible into or exchangeable for Common Stockand subject to the last sentence of Section 5.1(d).

Pre-emptive Rights. (a) Subject If the Company authorizes the issuance or sale of any shares of capital stock of the Company or any of its Subsidiaries or any securities containing options or rights to applicable laws acquire any such shares of capital stock (“Equity Securities”) (other than any such shares or securities issued (i) on the Effective Date, (ii) as a pro rata stock dividend on all outstanding shares of any class of Equity Securities, (iii) to officers, directors, employees, consultants, independent contractors and/or other service providers to the Company and/or any of its Subsidiaries pursuant to stock option, incentive or similar plans approved by the Board, (iv) upon the exercise, conversion or exchange of any other securities that were issued in compliance with this Section 10 or in an issuance which is exempt from this Section 10, (v) in connection with an Approved Redemption, (vi) in connection with the conversion or exchange of outstanding securities or any reclassification or other reorganization in which each Stockholder shall receive, in exchange for Stockholder Shares held by such Stockholder, the same proportion of aggregate securities that such Stockholder would have received if such aggregate securities had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to such conversion, exchange, reclassification or reorganization, (vii) in connection with any debt financings or refinancings approved by the Board or (viii) as consideration in connection with the acquisition from an Independent Third Party of all or part of another Person or business (whether by merger, purchase of stock or assets or otherwise)), the Company shall offer to sell to each Stockholder a portion of such Equity Securities equal to the product of the number of shares of such capital stock being issued and the requirements quotient determined by dividing (A) the number of any stock exchange on which the Corporation's securities may be listed and posted for trading, if any additional shares of Common Stock are to be issued (on an as-converted and as-exercised basis) held by the Corporation, the Corporation will first offer (the "Offer") such Common Stock to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance Stockholder (to the extent vested) by (B) the sum of the total number of shares of Common Stock (on an as-converted and as-exercised basis) held by all Stockholders (to the extent vested) (such facts quotient as to a particular Stockholder is referred to in this Section 10 as such Stockholder’s “Proportionate Share”). Each Stockholder shall have the right to purchase all or any portion of such Stockholder’s Proportionate Share of such Equity Securities at the same applicable price per share or security and on the terms as such stock or securities are known by to be offered to any other Person; provided that if all Persons entitled to purchase or receive any class of or series of such offered Equity Securities are required to also purchase other securities of the Corporation)Company, the Stockholders exercising their rights pursuant to this Section 10 shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. (b) Each Investor will have In order to exercise its purchase rights under this Section 10, a Stockholder must, within fifteen (15) days after receipt of written notice from the right to Company describing in reasonable detail the Equity Securities being offered, the purchase that proportion of price thereof, the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of payment and any other material terms and such Offer. Such right will be exercisable by the Investor by giving holder’s percentage allotment, deliver a written notice to the Corporation Company describing its election hereunder, and the failure by any Stockholder to deliver any such written notice within five days of receipt such 15-day period shall be deemed to be an election by such Stockholder not to exercise its purchase rights under this Section 10. If all of the Equity Securities being offered are not fully subscribed, then each Stockholder that has elected to purchase its full-allotment and committed in their election notice from to purchase its pro rata share of any unsubscribed Equity Securities, shall be entitled to purchase, on the Corporationterms set forth in this Section 10, such Stockholder’s pro rata share (determined based on the Proportionate Share of each such Stockholder relative to the Proportionate Share of all such Stockholders) of such unsubscribed Equity Securities. (c) In Upon the event expiration of the Investor accepts the Offeroffering period described above, the Investor will take up and pay for all or any of Company shall be entitled to sell such Equity Securities to the Common Stock to proposed recipient(s) thereof which the Investor is entitled on Stockholders have not elected to purchase under this Section 10 during the closing 180 days following such expiration at no less than the purchase price stated in the notice provided under Section 10(b) hereunder. Any Equity Securities proposed to be offered or sold by the Company under Section 10(a) after such 180-day period, or at a price not complying with the immediate preceding sentence, must be reoffered to the Stockholders pursuant to the terms of the transactionthis Section 10. (d) The rights Notwithstanding anything to the contrary herein, in lieu of offering any Equity Securities to the Investors in this Section 9 will not apply to issuances of: (i) Common Stock issued or issuable: (1) upon Stockholders at the conversion of Convertible Securities (as defined below); (2) upon the exercise of options granted pursuant to any time such stock option plan or other equity incentive plan, in either case approved by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant are offered to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assetsother Persons, the Company may comply with the provisions of this Section 10 by making an offer to sell to the Stockholders their Proportionate Share of such securities promptly after a sale or exchange of shares or otherwise. (e) For the to such other Person is effected. In such event, for all purposes of this Section 9 “Convertible Securities” means 10, each Stockholder’s Proportionate Share shall be determined by taking into consideration the actual number of securities sold to any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common StockPerson so as to achieve the same economic effect as if such offer would have been made prior to such sale.

Pre-emptive Rights. (a) Subject Each time the Company proposes to applicable laws issue any Common Shares or a security that is convertible into a Common Share (collectively referred to herein as "Equity Securities"), the Company shall offer to the other Parties the right to purchase that number of such Equity Securities equal to the number of Common Shares owned by such Party (calculated on a fully diluted basis, assuming that such Parties have exercised or converted all of their respective Warrants and Preferred Shares into Common Shares) divided by the requirements number of any stock exchange on which the Corporation's securities may be listed issued and posted for trading, if any additional outstanding shares of Common Stock are the Company (calculated on an undiluted basis) multiplied by the number of Equity Securities to be issued by the Corporation, the Corporation will first offer (the "Offer") such Common Stock to each Company as of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation)written notice described below. (b) The Company will deliver written notice of its intention to issue Equity Securities to each other Party stating the number of Equity Securities that such Party is entitled to purchase along with the terms and conditions of such offering. Each Investor such Party will have five business days from the right to purchase that proportion of the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the written notice from to offer to purchase, in whole or in part, the Corporationnumber of Equity Securities that it is entitled to purchase. The closing of the purchase by each such Party will be concurrent with the closing of the Equity Security financing; provided, however, that such Party's obligation to purchase the Equity Securities will be conditioned upon the closing of the entire offering, which condition such Party may waive in whole or in part. The Company may sell to a third party any Equity Securities not purchased by the other Parties in accordance with these terms. (c) In the event the Investor accepts the Offer, the Investor will take up and pay for all or any of the Common Stock to which the Investor is entitled on the closing of the transaction. (d) The rights of the Investors in this Section 9 will This pro-rata pre-emptive right does not apply to issuances of: (i) Common Stock options issued or issuable: (1) upon the conversion of Convertible Securities (as defined below); (2) upon the exercise of options granted pursuant to any the Company's stock option plan or other equity incentive plan, in either case approved by the board issuance of directors; (3) in conjunction with armany security upon the conversion or exercise of any outstanding security or any issuance where the Company's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) shareholders are treated equally such as a dividend subdivision, amalgamation or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwisereorganization. (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.

Pre-emptive Rights. (ai) Subject Notwithstanding anything stated to applicable laws the contrary in the Investors’ Rights Agreement or elsewhere, for so long as the Holder has the right (whether exercisable or not) under this Warrant to purchase such number of Shares as is equal to eighty percent (80%) or more of the aggregate number of Shares originally subject to this Warrant or holds such number of Shares as is equal to eighty percent (80%) or more of the aggregate number of Shares originally subject to this Warrant following the exercise of this Warrant, in each case as adjusted for any stock split, stock dividend, combination, recapitalization, reclassification or the like effected after the date hereof, the Company acknowledges and agrees that the Holder shall be entitled to a right of first refusal (the “ROFR”) on the same terms as granted in Section 4 of the Investors’ Rights Agreement to the Major Investors (as defined in the Investors’ Rights Agreement) in respect of New Securities (as defined in the Investors’ Rights Agreement) and the requirements of any stock exchange on which the Corporation's securities may Holder shall be listed and posted for trading, if any additional shares of Common Stock are deemed to be issued by the Corporation, the Corporation will first offer (the "Offer") a “Major Investor” for such Common Stock purposes and with respect to each any defined terms used in Section 4 of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (’ Rights Agreement to the extent such facts are known by defined terms bear on the Corporation). (b) Each Investor will have ROFR, as if the right Holder was a party to the Investors’ Rights Agreement; provided, however, that to the extent the Holder holds warrants to purchase that proportion shares of the Common Stock so offered Company’s capital stock with a per share exercise price of $80.00 (as adjusted for any stock split, stock dividend, combination, recapitalization, reclassification or the like effected after the date hereof) that is equal were originally granted in connection with the Merger Agreement or shares of the Company’s capital stock acquired pursuant to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given exercise of such Offer. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation. warrants (c) In the event the Investor accepts the Offersuch warrants and shares, “$80 Warrant Shares”), the Investor will take up and pay for all or any of the Common Stock to which the Investor is entitled on the closing of the transaction. (d) The rights of the Investors in this Section 9 $80 Warrant Shares will not apply to issuances of: (i) Common Stock issued or issuable: (1) upon be included in the conversion of Convertible Securities Holder’s Pro Rata Amount (as defined belowin the Investors’ Rights Agreement); (2) upon . To the exercise extent the ROFR under Section 4 of options the Investors’ Rights Agreement is waived in accordance with Section 7.6 of the Investors’ Rights Agreement, the ROFR granted pursuant under this Warrant shall also be considered to any stock option plan or other equity incentive plan, in either case approved have been waived by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments Holder to the same extent. Pursuant to Section 4 of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities Investors’ Rights Agreement, the ROFR shall not be applicable to the Holder if at the time of the Corporation; or (iiapplicable securities issuance, the Holder is not an “accredited investor” as that term is defined in Rule 501(a) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition of Regulation D promulgated by the Corporation, whether by merger, consolidation, purchase of assets, SEC under the sale or exchange of shares or otherwiseAct. (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.

Pre-emptive Rights. (a) Subject Following the Closing Date, so long as Purchaser Parties, collectively, continue to applicable laws and beneficially own at least 25% of the requirements Acquired Shares (including Underlying Shares issued on conversion of such Acquired Shares), calculated on an as-converted basis (without giving effect to any stock exchange limitations on which conversion in the Corporation's securities may be listed and posted for tradingCertificate of Designations), if the Company proposes to issue or sell any additional Equity Securities (other than any Excluded Securities) (“New Securities”) to any Person or Persons (the “Offeree”), the Company shall first offer to sell to each Purchaser Party a portion of such New Securities equal to the (i) the number of shares of Company Common Stock beneficially owned by such Purchaser Party divided by (ii) the total number of shares of Company Common Stock issued and outstanding, in each case as of immediately prior to such issuance and determined on an as-converted basis (the “Preemptive Percentage”). The Purchaser Parties shall be entitled to purchase such New Securities at the same price, on the same terms and subject to the same conditions as are to be offered to the Offeree. The Purchaser Parties electing to purchase their Preemptive Percentage of the New Securities proposed to be issued or sold to the Offeree (“Participating Parties”) shall take all necessary actions in connection with the consummation of the purchase transactions contemplated by this Section 6.16 as requested by the CorporationCompany Board, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Company, so long as such agreements, documents and instruments are on customary forms for such a transaction and do not require such Participating Parties to make or agree to any representation, warranty, covenant or indemnity that is more burdensome than that required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Purchaser Party or any Casdin Party elects not to purchase all of the New Securities that it is entitled to purchase pursuant to the first sentence of this Section 6.16 or the first sentence of Section 6.16 of the Casdin Purchase Agreement, as applicable, each Participating Party that has elected to purchase its Preemptive Percentage of the New Securities proposed to be issued or sold to the Offeree (together with any Casdin Party that has elected to purchase its Preemptive Percentage of such New Securities, the Corporation will first offer (“Fully Participating Parties”) shall be entitled to purchase an additional number of New Securities equal to the "Offer") aggregate number of New Securities that the Purchaser Parties and/or Casdin Parties elected not to purchase; provided, that if there is an oversubscription in respect of such Common Stock remaining New Securities due to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectivelymore than one Fully Participating Party requesting additional New Securities, the "Investors") by providing oversubscribed amount shall be fully allocated among the Fully Participating Parties pro rata based on such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation)Fully Participating Parties’ relative Preemptive Percentages. (b) Each Investor will have In order to exercise its purchase rights hereunder, a Purchaser Party shall, within 15 days after receipt of written notice (an “Offer Notice”) from the right to Company describing the New Securities being offered, the purchase that proportion of price thereof, the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of payment terms and such Offer. Such right will be exercisable by the Investor by giving Purchaser Party’s percentage allotment, deliver a written notice to the Corporation within five days of receipt Company describing its election hereunder (which election shall be absolute and unconditional other than being conditioned upon the consummation of the issuance or sale to the Offeree). If the Company receives no such notice from the CorporationPurchaser within 15 days after the Offer Notice is given, the Company shall be deemed to have notified the Company that it does not elect to participate. (c) In the event the Investor accepts the Offerconnection with any exercise by Purchaser of its rights to purchase New Securities pursuant to this Agreement, the Investor Company will cooperate with the Purchaser as reasonably requested by the Purchaser to complete any such purchase, including, to the extent requested by the Purchaser, entering into “blocker” arrangements with respect to derivative securities and effecting any required filings or notices required by any governmental agency at the Purchaser’s sole cost and expense. Purchaser shall take up all such actions as may be reasonably necessary to complete any such purchase, including, without limitation, providing such information to the Company as requested in order to determine the Purchaser’s Preemptive Percentage and pay for all or any of the Common Stock to which the Investor is entitled on the closing of the transactionentering into such additional agreements as may be necessary and appropriate. (d) The rights During the 90 days following the expiration of the Investors 15-day offering period described in Section 6.16(b), the Company shall be entitled to sell any New Securities that the Purchaser Parties have not elected to purchase to the Offeree at a price no less than the purchase price, and on other terms and subject to other conditions no more favorable than those, stated in the notice provided under Section 6.16(b) (in addition to the New Securities that the Company is not required to offer to the Purchaser Parties pursuant to the first sentence of Section 6.16(a)). Any New Securities proposed to be issued or sold by the Company to the Offeree after such 90-day period, or at a price or on terms or subject to conditions not complying with the preceding sentence, shall be reoffered to the Purchaser Parties pursuant to the terms of this Section 9 will not apply to issuances of: (i) Common Stock issued or issuable: (1) upon the conversion of Convertible Securities (as defined below); (2) upon the exercise of options granted pursuant 6.16 prior to any stock option plan issuance or other equity incentive plan, in either case approved by sale to the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwiseOfferee. (e) For purposes of determining the Purchaser’s beneficial ownership of Company Common Stock, the Company shall be permitted to rely on any information provided to the Company by Purchaser and any public disclosures made by Purchaser. (f) In the case of a proposed issuance or sale of New Securities for consideration in whole or in part other than cash, including securities acquired in exchange therefor, for purposes of this Section 9 “Convertible Securities” means 6.16 the consideration other than cash shall be deemed to be cash in an amount equal to the fair value of such consideration as reasonably determined by the Company Board; provided, that such fair value as determined by the Company Board shall not exceed the aggregate market price of the securities being offered as of the date the Company Board authorizes the offering of such securities. (g) Notwithstanding anything in this Agreement to the contrary, a Purchaser Party may designate any evidences of indebtednessits Permitted Transferees to purchase all or part of the New Securities offered to such Purchaser Party pursuant to Section 6.16(a); provided, shares or other securities convertible into or exchangeable for Common Stockthat such Purchaser Party shall remain obligated to consummate the purchase if such designee fails to do so.

Pre-emptive Rights. (a) Subject In the event that the Company desires to applicable laws issue any Common Stock or other securities at any time and from time to time, the Investor shall have the pre-emptive right to purchase such Common Stock or other securities from the Company in connection with and on the same terms as any such proposed issuance in proportion to the Investor’s Fully Diluted Common Stock. The timing of exercising such pre-emptive rights, the terms of exercise and the requirements timing of the closing of any purchase thereof shall be determined for each issuance of Common Stock or other securities by the Board in good faith and shall be conveyed to the Investor in writing in connection with the notice of such issuance of Common Stock or such other securities. Notwithstanding the foregoing, the Investor shall not be entitled to any pre-emptive rights with respect to issuance of Common Stock or other securities in connection with (i) issuances of options, warrants or restricted stock exchange on which to employees, consultants or managers of the Corporation's securities may be listed Company approved by the Investor pursuant to the Certificate of Designations and posted for tradingby the Board in an appropriate amount, if any additional in the aggregate, not to exceed 2% of the Fully Diluted Common Stock (plus that number of reserved but unissued shares of Common Stock are that is reserved for outstanding options under the Company’s 2005 Equity Incentive Plan as of the date hereof) after the exercise of such options, warrants or restricted stock (as such number may be adjusted from time to be issued time to address stock splits, dividends, recapitalizations and the like); (ii) in connection with any merger or acquisition of another unaffiliated business, entity or intellectual property by the Corporation, the Corporation will first offer (the "Offer") such Common Stock to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known Company approved by the Corporation). (b) Each Investor will have the right to purchase that proportion of the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by Board and the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable extent required by the Investor by giving notice to the Corporation within five days Certificate of receipt of the notice from the Corporation. Designation; and (ciii) In the event the Investor accepts the Offer, the Investor will take up and pay for all or any of the Common Stock to which the Investor is entitled on the closing of the transaction. (d) The rights of the Investors in this Section 9 will not apply to issuances of: (i) Common Stock issued or issuable: (1) upon the conversion of Convertible Securities (as defined below); (2) upon the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or the exercise of options granted pursuant to any stock option plan warrants issued in connection with the Series A Preferred Stock, Series B Preferred Stock or other equity incentive planSeries C Preferred Stock; provided, that in all cases, the Investor’s rights under this Section 15 shall terminate if the Investor or its affiliates, in either case approved by the board aggregate, cease to maintain beneficial ownership of directors; (3or the right to acquire beneficial ownership of) in conjunction with arm's length debt financing a number of shares of Series C Preferred Stock equal to at least fifty (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments 50%) of the Corporation and its subsidiaries; Series C Preferred Stock (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant such numbers may be adjusted from time to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares time to address changes in capitalization or otherwise). (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.

Pre-emptive Rights. 4.1 Subject to any required approval by, or notice to, the Exchange under the rules or requirements of the Exchange from and after the Closing Date in the event that the Corporation proposes to issue Equity Securities (an "Equity Financing"), directly or indirectly, other than the issue of Equity Securities: (i) for compensatory purposes to officers, employees, directors and consultants of the Corporation under compensation plans in existence on the date hereof; (ii) pursuant to any Convertible Securities of the Corporation outstanding on the Closing Date; or (iii) as consideration for the arm's length purchase of businesses or assets by the Corporation or its subsidiaries (the issuance of Equity Securities under paragraphs (i), (ii) and (iii) are referred to herein as an "Exempt Share Transaction"): (a) Subject the Corporation shall deliver a notice to applicable laws and the requirements Investor in writing as soon as possible after the public announcement of an Equity Financing, but in any stock exchange event on the earlier of: (i) the date on which the Corporation's Corporation files a news release or files a Form 4A with the Exchange with respect to a private placement, (ii) the date on which the Corporation files a preliminary prospectus, registration statement or other offering document in connection with an Equity Financing that constitutes a public offering of its equity securities; and (iii) the later of (X) ten (10) Business Days prior to the proposed closing date of the Equity Financing; or (Y) the date the Corporation enters into a binding bid letter in respect of a "bought deal" Equity Financing (the "Equity Financing Notice"), with such notice specifying: (A) the total number of issued and outstanding securities may be listed and posted for trading, if any additional shares in respect of Common Stock each class of Equity Securities; (B) the total number of Equity Securities which are proposed to be issued by offered for sale; (C) the Corporationrights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (D) the cash consideration for which the Equity Securities are proposed to be offered for sale; and (E) the proposed closing date of the Equity Financing; (b) as soon as practicable following the delivery of an Equity Financing Notice, the Corporation will first offer use its commercially reasonable efforts to provide the Investor with such information concerning the Corporation as the Investor may reasonably request for the purposes of evaluating the Equity Securities; (c) the Investor shall have the right (the "OfferPre-Emptive Right") to subscribe for and purchase up to such Common Stock number of Equity Securities that the Corporation proposes to each offer for sale as described in the Equity Financing Notice equal, as at the date immediately prior to the closing of the holders Equity Financing, to the product of (A) a fraction, the Class 3 Preference numerator of which is (I) the number of Shares beneficially owned by the Investor without taking into account the Shares that may be acquired upon the exercise of warrants held by the Investor, and the Class 4 Preference denominator of which is (II) the total number of issued and outstanding Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and multiplied by (B) the number and class thereof of Equity Securities to be so issuedissued or sold by the Corporation as set forth in the Equity Financing Notice, for the consideration and on the same terms and conditions as offered to the other potential investors under the Equity Financing all as set forth in the Equity Financing Notice. If the Investor elects to subscribe for some or all of such Equity Securities, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation). (b) Each Investor will have the right to purchase that proportion of the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable by the Investor by giving shall provide written notice to the Corporation within five days by the close of receipt of business on the notice from fifth Business Day following the Corporation. (c) In day upon which the event Equity Financing Notice is received by the Investor accepts the Offer, the Investor will take up and pay for all or any of the Common Stock to which the Investor is entitled on the closing of the transaction.purchase by the Investor of such Equity Securities will occur, to the extent practicable, at the same time as the closing of the sale of the Equity Securities pursuant to the applicable Equity Financing, and, in any event, as soon as practicable thereafter; (d) The rights where such Equity Financing is pursuant to a prospectus offering, the Corporation shall use commercially reasonable efforts to include the Investor's pro rata entitlement for sale as part of such prospectus offering, provided however that if the Investor's pro rata share is not included in such prospectus offering, the Corporation shall use commercially reasonable efforts to provide the Investor with the opportunity to subscribe for such Equity Securities on a private placement basis within fifteen (15) Business Days following the closing of the Investors in this Section 9 will not apply to issuances of:prospectus offering; and (ie) Common Stock issued or issuable: (1) upon the conversion Corporation covenants and agrees to promptly apply for, and use its best efforts to expeditiously obtain, Exchange approval for the issuance of Convertible any Equity Securities (as defined below); (2) to the Investor upon the exercise of options granted its rights pursuant to any stock option plan or other equity incentive plan, in either case approved by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwisethis Section 4.1. (e) For 4.2 The Investor's Pre-Emptive Right hereunder will immediately terminate and be of no further force or effect on the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stockdate that is two and a half years from the Closing Date.

Pre-emptive Rights. If after the date hereof Invesco authorizes the issuance or sale (aeach an "Issuance") Subject of any equity securities of Invesco or any securities convertible, exchangeable or exercisable for equity securities of Invesco and any other Stockholder Shares (as defined in the Investment Company Stockholders Agreement), Invesco shall, at least 15 days and not more than 60 days prior to applicable laws such issuance, notify the CHS Group (as defined in the Investment Company Stockholders Agreement) and Teachers in writing of the Issuance (including the price, the purchaser thereof and the requirements of any stock exchange on which other terms thereof) and grant to the Corporation's securities may be listed CHS Group and posted for trading, if any additional shares of Common Stock are to be issued by Teachers the Corporation, the Corporation will first offer right (the "OfferRight") to subscribe for and concurrently purchase such Common Stock to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares securities (individually, an "Investor" and collectively, the "InvestorsPreemptive Stock") by providing ), in the same proportion at the same price and on the same terms as issued in the Issuance such Investor with noticethat, sent after giving effect to the last address Issuance and exercise of the Investor shown Right, the percentage of the Preemptive Stock immediately following such issuance owned by each such holder shall equal the percentage of the outstanding Stockholder Shares as was owned by each such holder prior to the Issuance on a fully diluted basis (but excluding any Stockholder Shares or any class of capital stock of Invesco's Subsidiaries which are not then fully vested and, in the case of options, warrants or other rights to acquire capital stock, immediately exerciseable, convertible or exchangeable for Stockholder Shares or any class of capital stock of Invesco's Subsidiaries issued in such Issuance) or such lesser amount designated by such holder. Notwithstanding the foregoing, the rights set forth in this Section 5(a) shall not apply to Issuances: (i) pro rata to all holders of equity securities of Invesco, as a subdivision of or other distribution in respect of, equity securities of Invesco, (ii) to executives, directors, employees and consultants of Invesco or its Subsidiaries, (iii) in connection with acquisitions by Invesco or its Subsidiaries, (iv) in a Public Offering (as defined in the Investment Company Stockholders Agreement) or (v) to the Purchasers on the books and records of the Corporation, of the Corporation's intention Closing Date pursuant to issue additional Common Stock and the number and class thereof to be so issuedthis Agreement. In addition, the purchase price for each Common Stock and rights set forth in this Section 5(a) shall not apply with respect to the date of issuance (CHS Group or Teachers in connection with an Issuance to the extent the CHS Group or Teachers have available to them and exercise the pre-emptive rights set forth in the Investment Company Stockholders Agreement in connection with such facts are known by the Corporation). (b) Each Investor will have the right to purchase that proportion of the Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued Common Stock then outstanding at the date notice is given of such OfferIssuance. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation. (c) In the event the Investor accepts the Offer, the Investor will take up and pay for all or any of the Common Stock to which the Investor is entitled on the closing of the transaction. (d) The rights of the Investors set forth in this Section 9 will not apply to issuances of: (i5(a) Common Stock issued or issuable: (1) upon shall continue until the conversion earlier of Convertible Securities the consummation of a Sale of the Company (as defined below); (2in the Investment Company Stockholders Agreement) upon the exercise of options granted pursuant to any stock option plan or other equity incentive plan, in either case approved by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwisePublic Offering. (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.

Pre-emptive Rights. (a) Subject Prior to applicable laws and the requirements Initial Public Offering, if the Company shall propose to issue or sell New Securities (as hereinafter defined) or enter into any contracts, commitments, agreements, understandings or arrangements of any stock exchange on kind relating to the issuance or sale of any New Securities, in any such case the primary purpose of which the Corporation's securities may be listed and posted for trading, if any additional shares of Common Stock are to be issued (as determined in good faith by the CorporationCompany's Board of Directors) is for the Company to raise capital, then the Corporation will first offer Company's Board of Directors shall consider in good faith the desirability and appropriateness of permitting the Holders to participate in such offerings of New Securities (the "OfferPreemptive Rights") such Common Stock to including granting each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation). (b) Each Investor will have Holder the right to purchase up to that proportion number of New Securities, at the same price and on the same terms proposed to be issued or sold by the Company, so that each Holder would, after the issuance or sale of all such New Securities, hold the same proportionate interest of the issued and outstanding equity securities of the Company (calculated a fully-diluted basis) as was held by each Holder (on a fully-diluted basis) immediately prior to the issuance or sale of such New Securities (the "Proportionate Percentage"). "New Securities" means any Common Stock so offered that is equal to the proportion of Class 4 Preference Shares owned beneficially or of record by the Investor to the aggregate issued options, warrants or other securities or rights convertible or exchangeable into or exercisable for any Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation. (c) In the event the Investor accepts the Offer, the Investor will take up and pay for all or any of the Common Stock to which the Investor is entitled on the closing of the transaction. (d) The rights of the Investors in this Section 9 will other such equity securities; provided, however, that "New Securities" shall not apply to issuances of: include: (i) Common Stock any securities issued or issuable: (1) upon the issuable on conversion of the Convertible Securities (as defined below); (2) upon Subordinated Notes or pursuant to the exercise of any rights, warrants, options granted pursuant to any stock option plan or other equity incentive plan, in either case approved by agreements outstanding on the board date of directors; (3) in conjunction with arm's length debt financing (this Agreement including, without limitation, commercial credit arrangements any security convertible or equipment financing)exchangeable, acquisitionswith or without consideration, joint ventures into or strategic investments of the Corporation for any stock, options and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporationwarrants; or (ii) any Common Stock options and securities issued to management, directors or Convertible Securities issued pursuant to a bona fide arm's length employees of the Company or its Subsidiaries in the ordinary course of business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwise. (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other and equity securities convertible into or exchangeable for Common Stock.issuable upon exercise thereof; or

Pre-emptive Rights. (a) Subject If the Company intends, directly or indirectly, to applicable laws offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its equity or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for its Common Shares or securities convertible or exchangeable into its Common Shares, other than pursuant to the requirements Series A Note Offering or Common Shares issued for strategic investments or bona fide acquisitions, firmly underwritten public offerings with gross proceeds in excess of US $50,000,000 and any stock exchange on which the Corporation's securities may be listed and posted for tradingApproved Shares Plan (any such offer, if any additional shares of Common Stock are sale, grant, disposition or announcement being referred to be issued by the Corporationas a “Subsequent Placement”), the Corporation will Company shall have first offer (the "Offer") such Common Stock to each of the holders of the Class 3 Preference Shares and the Class 4 Preference Shares (individually, an "Investor" and collectively, the "Investors") by providing such Investor complied with notice, sent to the last address of the Investor shown on the books and records of the Corporation, of the Corporation's intention to issue additional Common Stock and the number and class thereof to be so issued, the purchase price for each Common Stock and the date of issuance (to the extent such facts are known by the Corporation)this Section 8.19. (b) Each Investor will have The Company shall deliver to each Purchaser, so long as such Purchaser is then a holder of outstanding Notes, a written notice (the right “Offer Notice”) of any proposed or intended issuance or sale (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued or sold, and the number or amount of the Offered Securities to be issued or sold, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued or sold and (z) offer to issue and sell to such Purchasers, so long as such Purchasers are then a holder of outstanding Notes, an aggregate amount representing thirty percent (30%) of the amount of the Subsequent Placement, to be allocated among such Purchasers (i) based on such Purchaser’s Allocation Percentage (the “Basic Amount”), and (ii) with respect to each Purchaser that elects to purchase that proportion its Basic Amount, any additional portion of the Common Stock so offered that is equal Offered Securities attributable to the proportion Basic Amounts of Class 4 Preference Shares owned beneficially other Purchasers as such Purchaser shall indicate it will purchase or of record by acquire should the Investor to other Purchasers subscribe for less than their Basic Amounts (the aggregate issued Common Stock then outstanding at the date notice is given of such Offer. Such right will be exercisable by the Investor by giving notice to the Corporation within five days of receipt of the notice from the Corporation“Undersubscription Amount”). (c) In the event the Investor accepts the To accept an Offer, in whole or in part, such Purchaser must deliver a written notice to the Investor will take up and pay for all or any Company prior to the end of the Common Stock to which the Investor is entitled on the closing second (2nd) Business Day by 5:00 p.m New York City time after such Purchaser’s receipt of the transactionOffer Notice containing the final definitive terms of the Subsequent Placement (the “Offer Period”), setting forth the portion of such Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice Of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then each Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent its deems reasonably necessary. (d) The rights If the Purchasers, collectively, do not elect to purchase 30% of the Investors in Subsequent Placement which may be purchased by such Purchasers pursuant to this Section 9 will 8.19, the Issuer may offer and sell the securities to which the Purchasers were entitled to purchase hereunder, or the securities not apply purchasable by the Purchasers hereunder, as the case may be, to issuances of: a third party (iwhich may include any Purchaser), provided that such sale must occur within thirty (30) Common Stock issued days of the Subsequent Placement Closing Date and on the same terms and conditions set forth in the Offer Notice. Any such sale made after such thirty-day period, or issuable: (1) upon on terms or conditions different than the conversion terms set forth in the Offer Note, must again be offered to the Purchasers in accordance with Section 8.19 above. Each purchase of Convertible Securities (as defined below); (2) upon the exercise of options granted securities by Purchasers pursuant to any stock option plan or other equity incentive plan, in either case approved by the board of directors; (3) in conjunction with arm's length debt financing (including, without limitation, commercial credit arrangements or equipment financing), acquisitions, joint ventures or strategic investments of the Corporation and its subsidiaries; (4) as a dividend or distribution on any class of securities of the Corporation; or (ii) any Common Stock or Convertible Securities issued pursuant to a bona fide arm's length business acquisition by the Corporation, whether by merger, consolidation, purchase of assets, the sale or exchange of shares or otherwise. (e) For the purposes of this Section 9 “Convertible Securities” means any evidences of indebtedness, shares or other securities convertible into or exchangeable for Common Stock.8.19 shall take place on the Subsequent Placement Closing Date