Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. 3.1 Subject to the terms and conditions specified in this Section 3, the Company hereby grants to each Major Investor until the Initial Offering a pre-emptive right with respect to future sales by the Company of its Shares. For purposes of this Section 3, Major Investor includes any general partners and affiliates if a Major Investor is a partnership. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, provided that such Major Investor is a partnership. 3.2 Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions. (i) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Major Investor stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms upon which it proposes to offer such Shares. (ii) By written notification received by the Company, within twenty (20) calendar days after receipt of the Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to two times the Major Investor’s Pro Rata Portion of the Shares. For purposes of this Section 3, “Pro Rata Portion” shall equal a fraction, the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of other securities then held by a Major Investor, and the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion of all convertible securities; for avoidance of doubt employee options shall not be viewed as convertible securities) provided however that the right of all the Major Investors together under this Section 3.2(ii) shall be in any event limited to two thirds (2/3) of the Shares the Company proposes to offer. (iii) If a Major Investor does not exercise in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein below, the other Major Investors shall have the right to purchase that number of Shares that were not purchased by such Major Investor by giving written notice of their intention within three (3) business days after receiving a notice from the Company setting forth the amount of unsubscribed shares. Shares subscribed for under this clause (iii) shall be allocated among the Major Investors based on each such Major Investor’s Pro-Rata Portion. To the extent that any of the Shares that Major Investors are entitled to obtain are not elected to be obtained as provided in subsection 3.2 hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in subsections 3.2(ii) and (iii) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

Pre-emptive Rights. 3.1 Subject (a) For so long as the Investors, together with their Affiliates, Beneficially Own no less than four and nine-tenths percent (4.9%) of the outstanding Common Stock, the Investors or one or more of their designated Affiliates shall have the option and right (but not the obligation) to participate (or nominate any of their Affiliates to participate) in any Equity Issuance by purchasing in the aggregate up to the Investors’ and their Affiliates’ Pro Rata Portion of such Equity Issuance at the same price and the same terms and conditions specified as offered to other investors in this Section 3the Equity Issuance. The Company agrees to use its reasonable best efforts to take any and all action, or to cause such action to be taken, as is necessary or appropriate to allow the Company hereby grants Investors or their Affiliates, as applicable, to each Major Investor until fully participate in any Equity Issuance in accordance with the Initial Offering a pre-emptive right with respect to future sales by the Company of its Shares. For purposes provisions of this Section 3, Major Investor includes any general partners and affiliates if a Major Investor is a partnership. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, provided that such Major Investor is a partnershipAgreement. 3.2 Each time (b) In the event the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”)undertake an Equity Issuance, the Company shall first make an offering promptly give the Investors prior written notice of its intention, describing the type of equity interests, the price at which such Shares to each Major Investor in accordance with the following provisions. (i) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Major Investor stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares securities are proposed to be offeredissued (or, and (iii) in the case of an underwritten or privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), the timing of such proposed Equity Issuance and the general terms and conditions upon which it the Company proposes to offer effect the Equity Issuance. The Investors and their Affiliates shall have fifteen (15) Business Days (or, if the Company expects that the proposed Equity Issuance will be effected in less than fifteen (15) Business Days, such Shares. (iishorter period, that shall be as long as practicable, as may be required in order for the Investors and their Affiliates to participate in such proposed Equity Issuance) By written notification received by from the Company, within twenty (20) calendar days after receipt date the Investors receive notice of the Notice, the Major Investor may proposed Equity Issuance to elect to purchase or obtain, at up to their Pro Rata Portion of such Equity Issuance for the price consideration and on upon the terms specified in the Notice, up notice provided by the Company pursuant to two times the Major Investor’s Pro Rata Portion of the Shares. For purposes of this Section 3, “Pro Rata Portion” shall equal a fraction, the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of other securities then held by a Major Investor, and the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion of all convertible securities; for avoidance of doubt employee options shall not be viewed as convertible securities3.2(b) provided however that the right of all the Major Investors together under this Section 3.2(ii) shall be in any event limited to two thirds (2/3) of the Shares the Company proposes to offer. (iii) If a Major Investor does not exercise in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein below, the other Major Investors shall have the right to purchase that number of Shares that were not purchased by such Major Investor by giving written notice of their intention within three (3) business days after receiving a notice from to the Company setting forth and stating therein the amount quantity of unsubscribed sharesequity interests to be purchased. Shares subscribed for under this clause (iii) Any such notice shall be allocated among irrevocable; provided, however, that if the Major Investors based on each Equity Issuance does not occur within thirty (30) Business Days following such Major Investor’s Pro-Rata Portion. To notice and the extent that any terms of the Shares that Major Equity Issuance are materially modified, then the Investors are entitled and their Affiliates will be provided the opportunity to obtain are not elected similarly participate on such modified terms. Any purchase of Equity Interests by any Investor and its Affiliates pursuant to this Section 3.2 shall occur contemporaneously with, and be obtained as provided in subsection 3.2 hereofsubject to the same terms and conditions as, the Company may, during the ninety (90) day period following the expiration closing of the period provided in subsections 3.2(ii) and (iii) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares Equity Interests by the Company to the other parties. (c) The purchase by the Investors and their Affiliates of Equity Interests pursuant to this Section 3.2 shall be subject to the limitations on stock ownership set forth in the Company’s organizational documents; provided, that Company shall provide any necessary waiver of such limitations upon receipt of an updated representation letter similar to the representation letter provided by the Investors in connection with the Closing under the Standby Purchase Agreement. (d) In the event that neither any Investor nor any of their Affiliates exercise the right forth in this Section 3.2 within the applicable period as set forth above, the Company shall be permitted to sell the equity interests in respect of which such period, or if such agreement is pre-emptive rights were not consummated exercised. In the event that the Company has not sold the equity interests within ninety (90) days of the execution thereofits notice to Investor as contemplated by Section 3.2(b), the right provided hereunder for purposes of this Section 3.2 such proposed Equity Offering shall be deemed to be revived have been terminated, and such Shares the Company shall not be offered unless first reoffered provide Investor with a new notice prior to undertaking a subsequent Equity Issuance. (e) The Company shall have the right, in its sole discretion, at all times prior to consummation of any proposed Equity Issuance giving rise to the Major rights granted by this Section 3.2, to abandon, withdraw or otherwise terminate such proposed Equity Issuance, without any liability to the Investors or their Affiliates. (f) Notwithstanding anything to the contrary herein, in accordance herewiththe event that Investors and their Affiliates or the Company are required to file any notifications or report forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in order to exercise the Investors’ and their Affiliates’ rights pursuant to this Section 3.2, then the time periods to close on such exercise set forth above shall be extended and the Investors’ and their Affiliates’ rights pursuant to this Section 3.2 shall be held in abeyance for the Investors and their Affiliates until such time that all approvals or clearances pursuant to the HSR Act have been obtained, at which time the Investors and Affiliates shall proceed to close on their rights pursuant to this Section 3.2.

Pre-emptive Rights. 3.1 Subject (a) For so long as the Investors, together with their Affiliates, own of record Common Stock and Convertible Stock that together constitutes no less than two and five-tenths percent (2.5%) of the outstanding Common Stock, the Investors or one or more of their designated Affiliates shall have the option and right (but not the obligation) to participate (or nominate any of their Affiliates to participate) in any Equity Issuance by purchasing in the aggregate up to the Investors’ and their Affiliates’ Pro Rata Portion of such Equity Issuance at the same price and the same terms and conditions specified as offered to other investors in this Section 3the Equity Issuance. The Company agrees to use its reasonable best efforts to take any and all action, or to cause such action to be taken, as is necessary or appropriate to allow the Company hereby grants Investors or their Affiliates, as applicable, to each Major Investor until fully participate in any Equity Issuance in accordance with the Initial Offering a pre-emptive right with respect to future sales by the Company of its Shares. For purposes provisions of this Section 3, Major Investor includes any general partners and affiliates if a Major Investor is a partnership. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, provided that such Major Investor is a partnershipAgreement. 3.2 Each time (b) In the event the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”)undertake an Equity Issuance, the Company shall first make an offering promptly give the Investors prior written notice of its intention, describing the type of equity interests, the price at which such Shares to each Major Investor in accordance with the following provisions. (i) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Major Investor stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares securities are proposed to be offeredissued (or, and (iii) in the case of an underwritten or privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), the timing of such proposed Equity Issuance and the general terms and conditions upon which it the Company proposes to offer effect the Equity Issuance. The Investors and their Affiliates shall have fifteen (15) Business Days (or, if the Company expects that the proposed Equity Issuance will be effected in less than fifteen (15) Business Days, such Shares. (iishorter period, that shall be as long as practicable, as may be required in order for the Investors and their Affiliates to participate in such proposed Equity Issuance) By written notification received by from the Company, within twenty (20) calendar days after receipt date the Investors receive notice of the Notice, the Major Investor may proposed Equity Issuance to elect to purchase or obtain, at up to their Pro Rata Portion of such Equity Issuance for the price consideration and on upon the terms specified in the Notice, up notice provided by the Company pursuant to two times the Major Investor’s Pro Rata Portion of the Shares. For purposes of this Section 3, “Pro Rata Portion” shall equal a fraction, the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of other securities then held by a Major Investor, and the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion of all convertible securities; for avoidance of doubt employee options shall not be viewed as convertible securities3.1(b) provided however that the right of all the Major Investors together under this Section 3.2(ii) shall be in any event limited to two thirds (2/3) of the Shares the Company proposes to offer. (iii) If a Major Investor does not exercise in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein below, the other Major Investors shall have the right to purchase that number of Shares that were not purchased by such Major Investor by giving written notice of their intention within three (3) business days after receiving a notice from thereof to the Company setting forth and stating therein the amount quantity of unsubscribed sharesequity interests to be purchased. Shares subscribed for under this clause (iii) Any such notice shall be allocated among irrevocable; provided, however, that if the Major Investors based on each Equity Issuance does not occur within thirty (30) Business Days following such Major Investor’s Pro-Rata Portion. To notice or if the extent that any terms of the Shares that Major Equity Issuance are materially modified, then the Investors are entitled and their Affiliates will be provided the opportunity to obtain are not elected similarly participate by the Company giving a new notice in accordance with this Section 3.1(b). Any purchase of Equity Interests by any Investor and its Affiliates pursuant to this Section 3.1 shall occur contemporaneously with, and be obtained as provided in subsection 3.2 hereofsubject to the same terms and conditions as, the Company may, during the ninety (90) day period following the expiration closing of the period provided in subsections 3.2(ii) and (iii) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares Equity Interests by the Company to the other parties. (c) In the event that neither any Investor nor any of their Affiliates exercise the right forth in this Section 3.1 within the applicable period as set forth above, the Company shall be permitted to sell the equity interests in respect of which such period, or if such agreement is pre-emptive rights were not consummated exercised. In the event that the Company has not sold the equity interests within ninety (90) days of the execution thereofits notice to Investor as contemplated by Section 3.1(b), the right provided hereunder for purposes of this Section 3.1 such proposed Equity Offering shall be deemed to be revived have been terminated, and such Shares the Company shall not be offered unless first reoffered provide Investor with a new notice prior to undertaking a subsequent Equity Issuance. (d) The Company shall have the right, in its sole discretion, at all times prior to consummation of any proposed Equity Issuance giving rise to the Major rights granted by this Section 3.1, to abandon, withdraw or otherwise terminate such proposed Equity Issuance, without any liability to the Investors in accordance herewithor their Affiliates.

Pre-emptive Rights. 3.1 1.1 Pre-emptive Rights. Subject to the terms and conditions specified in this Section 3, the Company hereby grants to each Major Investor until the Initial Offering a pre-emptive right with respect to future sales by the Company of its Shares. For purposes of this Section 35.1 and applicable securities laws, Major Investor includes any general partners and affiliates if a Major Investor is a partnership. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, provided that such Major Investor is a partnership. 3.2 Each time the Company proposes to offer or sell any shares of, Shares or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock Series B Preferred Stock after the date hereof (“New Shares”), the Company shall first make an offering offer to each Stockholder a portion of such New Shares equal to each Major Investor the product of (1) the total number of New Shares proposed to be offered or sold by the Company and (2) a fraction, (x) the numerator of which is the number of Shares then owned by such Stockholder and (y) the denominator of which is the total number of Shares then issued and outstanding (the “Pro Rata Portion”). A Stockholder shall be entitled to apportion the pre-emptive rights hereby granted to it in accordance with such proportions as it deems appropriate among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the following provisionsExchange Act, of such Stockholder (“Holder Beneficial Owners”). (ia) The Company shall deliver a give notice in accordance with Section 3.5 (the “Offer Notice”) to the Major Investor each Stockholder, stating (i) its bona fide intention to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and terms terms, if any, upon which it proposes to offer such New Shares. (iib) By written notification received by to the Company, Company within twenty (20) calendar days after receipt of the NoticeOffer Notice is given, the Major Investor each Stockholder may elect to purchase or obtainotherwise acquire, at the price and on the terms specified in the Offer Notice, up to two times the Major Investorsuch Stockholder’s Pro Rata Portion Portion. (c) At expiration of such twenty (20) day period, the SharesCompany shall promptly notify each Stockholder that elects to purchase or acquire all the shares available to it (each a “Fully Exercising Holder”) of any other Stockholder’s failure to do likewise. For purposes of this Section 3During the ten (10) day period commencing after the date the Company has given such notice, “each Fully Exercising Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to such Stockholder’s Pro Rata Portion” shall , up to that portion of the New Shares for which Stockholders were entitled to subscribe but that were not subscribed for by the Stockholder, which is equal to the product of (1) the total number of New Shares proposed to be offered or sold by the Company and not purchased by the Fully Exercising Holders and (2) a fraction, (x) the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of other securities Shares then held owned by a Major Investor, such Stockholder and (y) the denominator of which is the total number of shares Shares owned by all Fully Exercising Holders who wish to purchase such unsubscribed shares. The closing of Common Stock any sale pursuant to this Section 5.1(b) shall occur within the later of ninety (90) days of the Company then issued and outstanding (assuming full conversion of all convertible securities; for avoidance of doubt employee options shall not be viewed as convertible securities) provided however date that the right Offer Notice is given and the date of all the Major Investors together under this initial sale of New Shares pursuant to Section 3.2(ii) shall be in any event limited to two thirds (2/3) of the Shares the Company proposes to offer5.1(d). (iiid) If a Major Investor does not exercise all New Shares referred to in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein below, the other Major Investors shall have the right to purchase that number of Shares that were Offer Notice are not purchased by such Major Investor by giving written notice of their intention within three (3) business days after receiving a notice from the Company setting forth the amount of unsubscribed shares. Shares subscribed for under this clause (iii) shall be allocated among the Major Investors based on each such Major Investor’s Pro-Rata Portion. To the extent that any of the Shares that Major Investors are entitled to obtain are not elected to be obtained or acquired as provided in subsection 3.2 hereofSection 5.1(b), the Company may, during the ninety (90) day period following the expiration of the period periods provided in subsections 3.2(ii) and (iii) hereofSection 5.1(b), offer and sell the remaining unsubscribed portion of such New Shares to any person Person or persons Persons at a price not less than, and upon terms no more favorable to the offeree than than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Shares shall not be offered unless first reoffered to the Major Investors Stockholders in accordance herewithwith this Section 5.1. (e) Each Stockholder that exercises pre-emptive rights pursuant to this Section 5.1 shall deliver at the closing of the issuance of New Shares payment, to the bank account designated by the Company, in full in immediately available funds for the New Shares purchased by such Stockholder. As such closing, the Stockholder shall execute such additional documents as the Company may reasonably request. (f) The pre-emptive rights in this Section 5.1 shall not be applicable to (1) shares of Class A Common Stock, options or convertible securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Class A Common Stock; (2) shares of Class A Common Stock or options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board; (3) shares of Class A Common Stock actually issued upon the exercise of options or warrants, provided such issuance is pursuant to the terms of such option or warrant; (4) shares of Class A Common Stock, options or convertible securities issued as acquisition consideration pursuant to the acquisition of another corporation or other person, or portion thereof, by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement approved by the Board or (5) issuances approved by the Board and payable to a third-party as consideration for any other business relationships, the primary purpose of which is not to raise capital or (6) shares of Class A Common Stock issued pursuant to Board approval in connection with the financing or refinancing of any indebtedness or debt securities of the Company or any of its Subsidiaries (including as an equity kicker in connection therewith); provided, however, that with respect to clauses (5) and (6), the number of issued Class A Common Stock shall not constitute more than 0.25% of the number of Class A Common Stock then issued and outstanding.

Pre-emptive Rights. 3.1 Subject (a) Except pursuant to an Approved Plan, the Corporation shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Offered Securities unless in each case the Corporation shall have first offered to sell to the Major Investors (as defined in Section 2.6) all of such Offered Securities on the terms and conditions specified in this Section 3, the Company hereby grants to each Major Investor until the Initial Offering a pre-emptive right with respect to future sales by the Company of its Sharesset forth herein. For purposes of this Section 3, Major Investor includes any general partners and affiliates if a Major Investor is a partnership. A Each Major Investor shall be entitled to apportion purchase up to its Equity Percentage of the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, provided that such Offered Securities. Each Major Investor is a partnershipmay delegate its rights and obligations with respect to such Offer to one or more members of its Group, which members shall thereafter be deemed to be “Investors” for the purpose of applying this Section 2.3 to such Offer. 3.2 Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”), the Company b) The Corporation shall first make an offering of such Shares deliver to each Major Investor in accordance with written notice of the following provisions. (i) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) offer to sell the Major Investor stating (i) its bona fide intention to offer such SharesOffered Securities, (ii) the number of such Shares to be offered, and (iii) specifying the price and terms upon which it proposes and conditions of the offer (the “Offer”). The Offer by its terms shall remain open and irrevocable for a period of 15 days from the date of its delivery to offer such SharesInvestor (the “15-Day Period”), subject to extension to include the Excess Securities Period (as such term is hereinafter defined). (iic) By Each Major Investor shall evidence its intention to accept the Offer by delivering a written notification received notice signed by the Company, within twenty (20) calendar days after receipt of the Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to two times the Major Investor’s Pro Rata Portion of the Shares. For purposes of this Section 3, “Pro Rata Portion” shall equal a fraction, the numerator of which is setting forth the number of shares that the Investor elects to purchase (the “Notice of Common Stock issued or issuable upon conversion Acceptance”). The Notice of other securities then held Acceptance must be delivered to the Corporation prior to the end of the 15-Day Period. The failure by a Major Investor, and the denominator Investor to exercise its rights hereunder shall not constitute a waiver of which is the total number of shares of Common Stock any other rights or of the Company then issued right to receive notice of and outstanding (assuming full conversion of all convertible securities; for avoidance of doubt employee options shall not be viewed as convertible securities) provided however that the right of all the Major Investors together under this Section 3.2(ii) shall be participate in any event limited to two thirds (2/3) of the Shares the Company proposes to offersubsequent Offer. (iiid) If a any Major Investor does not fails to exercise in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein belowhereunder to purchase its Equity Percentage of the Offered Securities, the Corporation shall so notify the other Investors in a written notice (the “Excess Securities Notice”). The Excess Securities Notice shall be given by the Corporation promptly after it learns of any Major Investor’s intention not to purchase all of its Equity Percentage of the Offered Securities, but in no event later than ten (10) days after the expiration of the 15-Day Period. The Major Investors who or which have agreed to purchase their Equity Percentage of the Offered Securities shall have the right to purchase that number of Shares that were the portion not purchased by such Major Investor (the “Excess Securities”), on a pro rata basis, by giving written notice within ten (10) days after receipt of the Excess Securities Notice from the Corporation. The twenty (20) day period during which (i) the Corporation must give the Excess Securities Notice to the other Investors, and (ii) each of the other Major Investors must give the Corporation notice of their its intention within three to purchase all or any portion of its pro rata share of the its Excess Securities, is hereinafter referred to as the “Excess Securities Period.” (3e) business days after receiving a notice from the Company setting forth the amount of unsubscribed shares. Shares subscribed for under this clause (iii) shall be allocated among If the Major Investors based on each such Major Investor’s Pro-Rata Portion. To tender their Notice of Acceptance prior to the extent that any end of the Shares that 15-Day Period indicating their intention to purchase all of the Offered Securities or, if prior to the termination of the Excess Securities Period, the Major Investors are entitled tender Excess Securities Notices to obtain are not elected to be obtained as provided in subsection 3.2 hereofpurchase all of the Excess Securities, the Company may, during the ninety (90) day period following the expiration Corporation shall schedule a closing of the period provided in subsections 3.2(ii) and (iii) hereof, offer sale of all such Offered Securities. Upon the remaining unsubscribed portion closing of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within Offered Securities to be purchased by the Major Investors, each Major Investor shall (i) purchase from the Corporation that portion of the Offered Securities (including the Excess Securities) for which it tendered a Notice of Acceptance and an Excess Securities Notice, if applicable, upon the terms specified in the Offer, and (ii) execute and deliver an agreement further restricting transfer of such periodOffered Securities substantially as set forth in Sections 3.1, or if 3.2 and 3.3 of this Agreement. In addition, with respect to the Offered Securities being purchased by the Major Investors, the Corporation shall provide each such Major Investor with the rights and benefits set forth in this Agreement. The obligation of the Major Investors to purchase such Offered Securities is further conditioned upon the preparation of a purchase agreement is not consummated within embodying the terms of the Offer, which shall be reasonably satisfactory in form and substance to such Major Investor and the Major Investor’s counsel. (f) The Corporation shall have ninety (90) days from the expiration of the execution thereof15-Day Period, or the Excess Securities Period, if applicable, to sell the Offered Securities (including the Excess Securities) refused by the Investors (the “Refused Securities”) to any other person or persons, but only upon terms and conditions which are in all material respects (including, without limitation, price and interest rate) no more favorable to such other person or persons, and no less favorable to the Corporation, than those set forth in the Offer. Upon and subject to the closing of the sale of all of the Refused Securities (which shall include full payment to the Corporation), each Major Investor shall (i) purchase from the Corporation those Offered Securities (including the Excess Securities) for which it tendered a Notice of Acceptance and an Excess Securities Notice, if applicable, upon the terms specified in the Offer, and (ii) execute and deliver an agreement restricting transfer of such Offered Securities (including the Excess Securities) substantially as set forth in Sections 3.1, 3.2 and 3.3 of this Agreement. In addition, with respect to the Offered Securities being purchased by the Major Investors, the right provided hereunder Corporation shall provide each such Major Investor with the rights and benefits set forth in this Agreement. The Corporation agrees, as a condition precedent to accepting payment for and making delivery of any Refused Securities to any executive officer, employee, consultant or independent contractor of or to the Corporation, or to any other person, to the extent such purchaser has not already executed this Agreement (or such agreement which amends and restates this Agreement in connection with the offer and sale of the Offered Securities), to have each and every such person execute and deliver a counterpart signature page to this Agreement (or such agreement which amends and restates this Agreement in connection with the offer and sale of the Offered Securities) whereby such purchaser shall become a Holder hereunder. The obligation of the Major Investor to purchase such Offered Securities (including the Excess Securities) is further conditioned upon the preparation of a purchase agreement embodying the terms of the Offer, which shall be deemed reasonably satisfactory in form and substance to be revived such Major Investor and such Shares shall the Major Investor’s counsel. (g) In each case, any Offered Securities not purchased either by the Major Investors or by any other person in accordance with this Section 2.3 may not be sold or otherwise disposed of until they are again offered unless first reoffered to the Major Investors under the procedures specified in accordance herewithParagraphs (a), (b), (c), (d), (e) and (f) hereof. (h) Each Major Investor may, by prior written consent, waive its rights under this Section 2.3. Such a waiver shall be deemed a limited waiver and shall only apply to the extent specifically set forth in the written consent of such Major Investor. (i) Each Major Investor may assign its rights under this Section 2.3 to any of the persons or entities within its Group.

Pre-emptive Rights. 3.1 Subject to the terms and conditions specified in this Section 3, the Company hereby grants to each Major Investor until the Initial Offering a pre-emptive right with respect to future sales by the Company of its Shares. For purposes of this Section 3, Major Investor includes any general partners partners, members and affiliates if of a Major Investor is a partnershipInvestor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners partners, members and affiliates in such proportions as it deems appropriate, provided that such Major Investor is a partnership. 3.2 Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions. (i) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Major Investor stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms upon which it proposes to offer such Shares. (ii) By written notification received by the Company, within twenty (20) calendar days after receipt of the Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to two times the Major Investor’s Pro Rata Portion of the Shares. For purposes of this Section 3, “Pro Rata Portion” shall equal a fraction, the numerator of which is the number of shares of Common Stock held, or issued or issuable upon conversion of other securities then held by a Major Investor, and the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion of all convertible securities; for avoidance of doubt employee options shall not be viewed as convertible securities) provided however that the right of all the Major Investors together under this Section 3.2(ii) shall be in any event limited to two thirds (2/3) of the Shares the Company proposes to offer. (iii) If a Major Investor does not exercise in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein below, the other Major Investors shall have the right to purchase that number of Shares that were not purchased by such Major Investor by giving written notice of their intention within three (3) business days after receiving a notice from the Company setting forth the amount of unsubscribed shares. Shares subscribed for under this clause (iii) shall be allocated among the Major Investors based on each such Major Investor’s Pro-Rata Portion. To the extent that any of the Shares that Major Investors are entitled to obtain are not elected to be obtained as provided in subsection 3.2 hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in subsections 3.2(ii) and (iii) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

Pre-emptive Rights. 3.1 Subject If the Corporation proposes __________________ to the terms and conditions specified in this Section 3, the Company hereby grants to each Major Investor until the Initial Offering a pre-emptive right with respect to future sales by the Company of its Shares. For purposes of this Section 3, Major Investor includes issue or sell any general partners and affiliates if a Major Investor is a partnership. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, provided that such Major Investor is a partnership. 3.2 Each time the Company proposes to offer any shares ofCommon Stock, or securities any other class of capital stock, or any warrants, options or rights to acquire, convertible into or exchangeable or exercisable for any shares of, any class of its capital stock of the Corporation, or any security having a direct or indirect equity participation in the Corporation (“Shares”for purposes hereof, "New Securities"), then the Company Corporation shall first make an offering of such Shares deliver written notice thereof to each Major Investor of the Investors setting forth the number, terms and the purchase consideration (or if such purchase consideration is not expressed in accordance with cash, the following provisions. (ifair market value cash equivalent thereof) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to of the Major Investor stating (i) its bona fide intention to offer such Shares, (ii) New Securities which the number of such Shares to be offered, and (iii) the price and terms upon which it Corporation proposes to offer issue. Each such Shares. (ii) By written notification received by Investor shall thereupon have the Companyright, within twenty (20) calendar days after receipt of the Noticeunless otherwise agreed in advance, the Major Investor may to elect to purchase or obtain, at the price and on the same terms specified and conditions (including consideration or the cash equivalent thereof) as those offered to any third party that number of New Securities proposed to be issued as would maintain such Investor's relative proportional equity interest in the Notice, up Corporation (calculated to two times give effect to the Major Investor’s Pro Rata Portion issuance of the Conversion Shares). For purposes Such Investor may make such election by written notice to the Corporation within thirty (30) days of this Section 3, “Pro Rata Portion” shall equal a fraction, the numerator receipt of which is the number notice of shares any proposed issuance of Common Stock issued or issuable upon conversion of other securities then held by a Major Investor, and the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion of all convertible securities; for avoidance of doubt employee options shall not be viewed as convertible securities) provided however that the right of all the Major Investors together under this Section 3.2(ii) shall be in any event limited to two thirds (2/3) of the Shares the Company proposes to offer. (iii) New Securities. If a Major an Investor does not exercise in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein below, the other Major Investors shall have the right elect to purchase that number of Shares that were not purchased by such Major Investor by giving written notice of their intention within three (3) business days after receiving a notice from the Company setting forth the amount of unsubscribed shares. Shares subscribed for under this clause (iii) shall be allocated among the Major Investors based on each such Major Investor’s Pro-Rata Portion. To the extent that any of the Shares that Major Investors are entitled to obtain are not elected to be obtained as provided in subsection 3.2 hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in subsections 3.2(ii) and (iii) hereof, offer the remaining unsubscribed its pro rata portion of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares New Securities within such period, or if such agreement is not consummated within ninety thirty (9030) days of the execution thereofdate of the foregoing notice, the this pro rata purchase right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered terminate with respect to the Major Investors New Securities described in accordance herewiththe written notice delivered to that party, and the Corporation may, in its sole discretion, sell to third parties within sixty (60) days after such Investor's receipt of the notice of the proposed issuance of New Securities any or all of the New Securities described in such written notice with respect to which the purchase right was not exercised.

Pre-emptive Rights. 3.1 Subject Section 3.01 Pre-emptive Rights (a) If the Company proposes to the terms and conditions specified in this Section 3issue or sell new Securities or Debt Securities (other than any Excluded Securities) to any Shareholder or any Related Person thereof, the Company hereby grants to each Major Investor until the Initial Offering other Shareholder (each, a pre“Pre-emptive Shareholder”) the right to purchase, directly or through DTC, its pro rata portion (as calculated pursuant to Section 3.01(c)) of any such new Securities or Debt Securities (the “New Securities”). Notwithstanding the foregoing, to the extent that the delivery of an Issuance Notice (as defined below) or the issuance of New Securities would require registration with the SEC, the Company shall, in lieu of such registration, offer the New Securities only to Shareholders who are accredited investors (as defined in Rule 501 of the Securities Act), and only such Shareholders shall be deemed Pre-emptive Shareholders for all purposes hereunder, and comply with the applicable requirements of Regulation D in offering and selling such New Securities. (b) The Company shall deliver by Online Notice to each Shareholder a notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Pre-emptive Shareholders promptly, and in any event within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved (or, if such issuance or sale is approved by the Directors in writing in accordance with the Articles, within five (5) Business Days following the date of such written resolution). The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Ordinary Shares, on a fully diluted basis, that such issuance would represent, if applicable; (ii) the name of the proposed offeree; (iii) the proposed issuance date, which shall be a date no earlier than twenty-five (25) Business Days following the date of delivery of the Issuance Notice to all Pre-emptive Shareholders; (iv) any material terms and conditions of the proposed issuance or sale; and (v) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall, within fifteen (15) Business Days following the delivery of an Issuance Notice (the “Exercise Period”), have the right to elect to purchase, directly or through DTC, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Ordinary Shares beneficially owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Ordinary Shares outstanding on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company (an “Issuance Acceptance”) of such Pre-emptive Shareholder’s election. Subject to Section 3.01(d), such Pre-emptive Shareholder’s election to purchase, whether directly or through DTC, New Securities shall be binding and irrevocable. (d) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to future sales any New Securities not elected to be purchased pursuant to Section 3.01(c) above or at a per share price that is no less than the per share price set forth in the applicable Issuance Notice and on other terms and conditions which are not materially different than those set forth in the Issuance Notice and in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is consummated within thirty (30) days after the expiration of its Sharesthe Exercise Period (subject to the extension of such thirty (30) day period for an additional thirty (30) days to the extent reasonably necessary to obtain any Government Approvals). For purposes of this Section 3, Major Investor includes any general partners and affiliates if a Major Investor is a partnership. A Major Investor shall be entitled to apportion In the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, provided event that such Major Investor is a partnership. 3.2 Each time (1) the Company proposes has not sold such New Securities within such thirty (30) day period (or if extended for an additional thirty (30) days in accordance with the immediately preceding sentence, sixty (60) day period) or (2) the terms of the proposed issuance or sale of New Securities are materially different than those set forth in the applicable Issuance Notice (except that the amount of New Securities to offer any shares of, be issued or securities convertible into sold by the Company may be reduced) or exchangeable or exercisable for any shares of, any class the proposed issuance is at a per share price that is less than the per share price set forth in the applicable Issuance Notice (each of its capital stock the foregoing clauses (1) and (2) a “SharesFailed Issuance”), the Company shall not thereafter issue or sell any New Securities without first make an again offering of such Shares securities to each Major Investor the Shareholders in accordance with the following provisions. (i) The Company shall deliver a notice procedures set forth in accordance with Section 3.5 (“Notice”) to the Major Investor stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms upon which it proposes to offer such Shares. (ii) By written notification received by the Company, within twenty (20) calendar days after receipt of the Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to two times the Major Investor’s Pro Rata Portion of the Shares. For purposes of this Section 33.01 and any Issuance Acceptance delivered in connection with such Failed Issuance shall be automatically null and void; provided, “Pro Rata Portion” shall equal a fraction, the numerator of which is the number of shares of Common Stock issued or issuable upon conversion of other securities then held by a Major Investor, and the denominator of which is the total number of shares of Common Stock of the Company then issued and outstanding (assuming full conversion of all convertible securities; that each Shareholder’s right to deliver an Issuance Acceptance for avoidance of doubt employee options shall not be viewed as convertible securities) provided however that the right of all the Major Investors together under this any future issuance pursuant to Section 3.2(ii3.01(a) shall in no way be in any event limited to two thirds (2/3) of the Shares the Company proposes to offerdiminished following a Failed Issuance. (iii) If a Major Investor does not exercise in full its right under this Section 3.2, or if such right is limited in accordance with Section 3.2(vii) herein below, the other Major Investors shall have the right to purchase that number of Shares that were not purchased by such Major Investor by giving written notice of their intention within three (3) business days after receiving a notice from the Company setting forth the amount of unsubscribed shares. Shares subscribed for under this clause (iii) shall be allocated among the Major Investors based on each such Major Investor’s Pro-Rata Portion. To the extent that any of the Shares that Major Investors are entitled to obtain are not elected to be obtained as provided in subsection 3.2 hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in subsections 3.2(ii) and (iii) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.