Common use of Preemptive Right Clause in Contracts

Preemptive Right. 5.1 The Company hereby grants to each Preferred Shareholder a right to purchase up to a pro rata share of any New Securities the Company may, from time to time, propose to sell and issue. For purposes of this pre-emptive right, a Preferred Shareholder’s “pro rata share” shall equal: (i) the number of Class A Common Shares held by such Preferred Shareholder, assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options immediately prior to the issuance of the New Securities, divided by (ii) the total number of Class A Common Shares (assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options immediately prior to the issuance of the New Securities). Notwithstanding the foregoing, so long as any of the SHVC Successors holds any Preferred Shares, the number of Class A Common Shares convertible by such SHVC Successor immediately prior to the issuance of the New Securities shall be deemed to include, without limitation, an additional number of Class A Common Shares convertible from Series C-1 Preferred Shares equal to its pro rata portion of 188,838 Series C-1 Preferred Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar transactions) among the SHVC Successors, and the total number of Class A Common Shares (assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants and options immediately prior to the issuance of the New Securities) that it holds. The Company shall deliver a notice to all Preferred Shareholders setting forth details of the proposed issuance of New Securities. Each Preferred Shareholder may exercise its pre-emptive right under this Section 5 by delivering a notice to the Company within twenty (20) Business Days after the date of the notice from the Company. The Company shall, within five (5) Business Days after the expiry of the foregoing twenty (20) Business Day period, deliver a further notice to all purchasing Preferred Shareholders setting out the number of unpurchased New Securities and the number of New Securities purchased under this Section 5. Each purchasing Preferred Shareholder shall have a right of re-allotment such that, if any Preferred Shareholder fails to exercise its right hereunder to purchase up to its pro rata share of New Securities, the purchasing Preferred Shareholders may purchase the non-purchasing Preferred Shareholder’s portion on a pro rata basis among the purchasing Preferred Shareholders based on the number of New Securities they all purchasing respectively within ten (10) days from the date of the last notice from the Company. 5.2 For the purpose of Section 5.1, “New Securities” means, all Common Shares and Common Share Equivalents, whether now authorized or not, issued by the Company after Series F-2 Closing Date, other than the following issuances: (i) Securities issued or issuable pursuant to a share split, share dividend, combination, recapitalization or other similar transaction of the Company; (ii) 1,888,698 Class A Common Shares issued or issuable upon the exercise of outstanding options and warrants as of the Series F-2 Closing Date; (iii) In addition to the Class A Common Shares referred to in Section 5.2(ii) above, Class A Common Shares issued or issuable upon the exercise of stock options granted pursuant to any employee stock ownership plan of the Company as adopted by the Board in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); (iv) Securities issued or issuable upon the exercise of warrants, notes or other rights to acquire securities of the Company outstanding as at the Series F-2 Closing Date, the issue or grant of which was approved in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); (v) Class A Common Shares issued or issuable upon the conversion of the Preferred Shares; (vi) Securities issued or issuable in a Qualified IPO; (vii) Securities issued or issuable in connection with a bona fide acquisition, consolidation, amalgamation, scheme or arrangement, merger or strategic partnership transaction the terms of which have been approved by no less than five (5) affirmative votes of the Board members, including the affirmative vote of any of the Preferred E Director, the GS Director or the GICSI Director, and which is not primarily for equity financing purposes; (viii) the Preferred Shares in issue as at the Series F-2 Closing Date or the Preferred Shares issued or to be issued under the Share Purchase Agreements; and (ix) Class A Common Shares issued or issuable in any other transaction in which exemption from the anti-dilution provisions in the Memorandum and Articles, as currently in effect, is approved by the affirmative vote of at least the Majority Preferred Holders.

Preemptive Right. 5.1 The (i) If the Company hereby grants proposes to issue any additional Ordinary Shares or Equity Securities or Equity Equivalents that are convertible or exercisable into Ordinary Shares (the “New Shares”) after the date hereof, each Preferred Shareholder a Investor shall have the right to purchase up to all or a pro rata share of any New Securities the Company may, from time to time, propose to sell and issue. For purposes of this pre-emptive right, a Preferred Shareholder’s “pro rata share” shall equal: (i) the number of Class A Common Shares held by such Preferred Shareholder, assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options immediately prior to the issuance portion of the New Securities, divided by Shares equal to the product of (iia) the total number of New Shares proposed to be issued, multiplied by (b) a fraction, (I) the numerator of which is the number of Class A Common D Convertible Shares (assuming the exercise, conversion or exchange if any) and Ordinary Shares held by such Investor as of all Preferred Shares, Class B Common Shares, warrants, and options immediately prior to the proposed issuance and (II) the denominator of the New Securities). Notwithstanding the foregoing, so long as any of the SHVC Successors holds any Preferred Shares, the number of Class A Common Shares convertible by such SHVC Successor immediately prior to the issuance of the New Securities shall be deemed to include, without limitation, an additional number of Class A Common Shares convertible from Series C-1 Preferred Shares equal to its pro rata portion of 188,838 Series C-1 Preferred Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar transactions) among the SHVC Successors, and which is the total number of Class A Common D Convertible Shares (assuming and Ordinary Shares which are held by all shareholders of the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants and options Company immediately prior to the proposed issuance; provided that, for purposes clause (I) and (II) of this paragraph 1C, in determining the number of Ordinary Shares owned by the Kappa Investor, the Kappa Investor shall be deemed to own an additional number of Ordinary Shares determined by multiplying the number of all issued Class D Convertible Shares as of immediately prior to the proposed issuance of by the New SecuritiesRelevant Proportion. (ii) that it holds. The Company shall deliver a give each Investor written notice to all Preferred Shareholders setting forth details of the any proposed issuance of New SecuritiesShares (the “Option Issuance Notice”) describing the price and terms upon which the Company proposes to issue and sell such New Shares. Each Preferred Shareholder During the 20-day period following the date of delivery of the Option Issuance Notice (the “Election Period”), each Investor may exercise his, her or its pre-emptive right under to purchase New Shares in accordance with this Section 5 paragraph 1C, for the price and upon the terms and conditions specified in the Option Issuance Notice by delivering a giving written notice to the Company within twenty and stating therein the quantity of New Shares to be purchased (20) Business Days after the date of the notice from the Company. The Company shallwhich shall not, within five (5) Business Days after the expiry of the foregoing twenty (20) Business Day periodin any event, deliver a further notice for any Investor exercising rights pursuant to all purchasing Preferred Shareholders setting out the number of unpurchased New Securities and this paragraph 1C, exceed the number of New Securities purchased under Shares such Investor is entitled to purchase, as determined in accordance with clause (i) foregoing). Notwithstanding anything herein to the contrary, any Investor may, by written notice to the Company on or prior to the expiration of the Election Period, elect to assign its right to subscribe for New Shares pursuant to this Section 5. Each purchasing Preferred Shareholder paragraph 1C to any other Investor party to this Agreement as of the date hereof (with it being understood that any such assignment shall have a be limited to the right to be issued New Shares upon completion of re-allotment the subscription (in whole or in part) and that all determinations pursuant to this paragraph 1C shall be made as though such that, if right was exercised directly by the assigning Investor). (iii) In the event that any Preferred Shareholder Investor (A) both (I) fails to exercise its right hereunder to purchase up subscribe for any New Shares which it is entitled to subscribe for under this paragraph 1C prior to the expiration of the Election Period and (II) fails to assign its pro rata share rights under this paragraph 1C prior to the expiration of the Election Period, (B) assigns its rights under this paragraph 1C and the assignee of those rights fails to exercise those rights to subscribe for the New SecuritiesShares prior to the expiration of the Election Period or (C) defaults (or its assignee defaults) in completing any subscription for New Shares pursuant to this paragraph 1C, the purchasing Preferred Shareholders may purchase Company shall have 90 days following the non-purchasing Preferred Shareholder’s portion on a pro rata basis among the purchasing Preferred Shareholders based on the number of New Securities they all purchasing respectively within ten (10) days from the date expiration of the last notice from Election Period (or, in the Company.case of (iii)(C), 90 days after such default), to issue or enter into an agreement to issue the New Shares not elected to be subscribed for by such Investor or its assignee (or with respect to which the Investor or its assignee is in default of its obligations) at the price and upon terms and conditions not substantially more favorable to the prospective subscribers for such New Shares than those specified in the Option Issuance Notice. In the event the Company has not issued the New Shares or entered into an agreement to issue the New Shares within the said 90-day period, the Company shall not thereafter issue or otherwise transfer such New Shares without first offering such New Shares to the Investors in the manner provided in this paragraph 1C. 5.2 For (iv) If one or more Investors elects to subscribe for any New Shares pursuant to this paragraph 1C, the purpose completion of Section 5.1, “New Securities” means, all Common Shares such subscriptions shall occur as soon as reasonably practicable after receipt of the subscription notices and Common Share Equivalents, whether now authorized or not, issued at such locations selected by the Company after Series F-2 Closing Date, other than the following issuances:and all such subscriptions with respect to a particular Option Issuance Notice shall occur within 10 Business Days of one another. (iv) Securities issued or issuable Upon the issuance by the Company of any Ordinary Shares for which the Kappa Investor is exercising rights to purchase such shares pursuant to a share splitthis Agreement, share dividendthe Kappa Investor shall receive Class B Ordinary Shares in such issuance and upon the issuance by the Company of any Ordinary Shares for which the MDCP Co-Investors and the Additional Investors are exercising rights to purchase such shares pursuant to this Agreement, combination, recapitalization or other similar transaction of the Company;MDCP Co-Investors and the Additional Investors shall receive Class A Ordinary Shares in such issuance. (iivi) 1,888,698 Class A Common Shares issued or issuable upon the exercise of outstanding options and warrants as of the Series F-2 Closing Date; (iii) In addition Notwithstanding anything else to the Class A Common Shares referred to in Section 5.2(ii) abovecontrary set forth herein, Class A Common Shares issued or issuable upon the exercise of stock options granted pursuant to any employee stock ownership plan of the Company as adopted by the Board in accordance with the provisions of this Agreement in force at paragraph 1C shall not apply to (A) any Excluded Issuances, or (B) any issuance to the time of such issuance or grant (if applicable); (iv) Securities issued or issuable upon the exercise of warrants, notes Kappa Investor or other rights to acquire securities of the Company outstanding as at the Series F-2 Closing Date, the issue or grant of which was approved in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); (v) Class A Common Shares issued or issuable upon the conversion of the Preferred Shares; (vi) Securities issued or issuable in a Qualified IPO; (vii) Securities issued or issuable Person in connection with a bona fide acquisition, consolidation, amalgamation, scheme or arrangement, merger or strategic partnership transaction the terms of which have been approved transactions contemplated by no less than five the Purchase Agreement (5) affirmative votes including Section 3 and Section 4 of the Board members, including the affirmative vote of any of the Preferred E Director, the GS Director or the GICSI Director, and which is not primarily for equity financing purposes; (viii) the Preferred Shares in issue as at the Series F-2 Closing Date or the Preferred Shares issued or to be issued under the Share Purchase Agreements; and (ix) Class A Common Shares issued or issuable in any other transaction in which exemption from the anti-dilution provisions in the Memorandum and Articles, as currently in effect, is approved by the affirmative vote of at least the Majority Preferred HoldersAgreement).

Preemptive Right. 5.1 (a) The Company hereby grants to each Preferred Shareholder will not, and will not permit any of its Affiliates (as defined below) to, sell, pledge, encumber or otherwise transfer any shares of Common Stock at a right Cash Price (as defined below) below the then Current Market Value (as defined below) (the "Offer Price") of the Common Stock as of any date (the "Offer Date") without first giving Xxxxxx Xxxxxxx prior notice thereof (an "Offer Notice") and the opportunity to purchase up to a pro rata share number of any New Securities Additional Shares (the Company may, from time to time, propose to sell and issue. For purposes of this pre-emptive right, a Preferred Shareholder’s “pro rata share” "Offered Additional Shares") at such Offer Price such that the Investment Percentage shall equalequal the quotient of: (i) the sum of (A) the number of Class A Common Shares held by such Preferred Shareholder, assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options Xxxxxx Xxxxxxx immediately prior to the issuance of Offer Date and (B) the New SecuritiesOffered Additional Shares, divided by (ii) the sum of (without duplication) (X) the total number of Class A outstanding shares of Common Shares (assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options Stock immediately prior to the issuance of the New Securities). Notwithstanding the foregoingOffer Date, so long as any of the SHVC Successors holds any Preferred Shares, (Y) the number of Class A shares of Common Stock so sold, pledged, encumbered or otherwise transferred and (Z) the Offered Additional Shares. The Offer Notice shall constitute an offer (the "Offer") by the Company to sell the Offered Securities to Xxxxxx Xxxxxxx at the Offer Price. (b) The Offer may be accepted within 60 days of receipt by Xxxxxx Xxxxxxx of the Offer Notice and, if accepted, the Offered Additional Shares convertible shall be purchased within 60 days after such acceptance. If the Offer is not accepted or the Offered Additional Shares are not purchased as contemplated above, the Company may sell the Offered Additional Shares to such prospective purchaser or transferee at a price not less than the Offer Price. If the sale to such prospective purchaser or transferee is not consummated as contemplated above within 45 days after the expiration of the 60-day period or earlier irrevocable rejection of such Offer or failure to purchase the Offered Securities after acceptance of the Offer, no sale may be made by such SHVC Successor immediately prior the Company without again complying with this Section 9. Payment for any Additional Shares sold to Xxxxxx Xxxxxxx pursuant to this Section 9 shall be made by wire transfer to the issuance account of the New Securities Company in immediately available funds upon delivery of the Additional Shares at the office of Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at such time on such date as shall be deemed agreed to includeby the parties hereto. (c) If the consideration offered by the prospective purchaser or transferee includes non-cash consideration, without limitationthe Company and Xxxxxx Xxxxxxx shall in good faith seek to agree upon the value of such non-cash consideration. If Xxxxxx Xxxxxxx and the Company fail to agree on such value within 30 days following receipt by Xxxxxx Xxxxxxx of the Offer Notice, an additional number then the items in dispute shall be referred to a nationally recognized investment banking firm selected jointly by Xxxxxx Xxxxxxx and the Company. Xxxxxx Xxxxxxx and the Company shall share all expenses of Class A Common Shares convertible from Series C-1 Preferred Shares equal to its pro rata portion such investment banking firm. The value of 188,838 Series C-1 Preferred Shares (any securities offered as adjusted for stock splits, stock dividends, recapitalizations and similar transactions) among consideration shall be the SHVC Successorsthen current market value of such securities determined on a fully diluted basis, and the total number value of Class A Common Shares (assuming any property other than securities shall be the exercise, conversion or exchange then current market value of all Preferred Shares, Class B Common Shares, warrants and options immediately prior to the issuance of the New Securities) that it holdssuch property. The Company shall deliver If a notice to all Preferred Shareholders setting forth details of the proposed issuance of New Securities. Each Preferred Shareholder may exercise its pre-emptive right determination under this paragraph (c) is required, any date for acceptance of an Offer provided for in paragraph (b) of this Section 5 by delivering a notice to 9 shall be postponed until the Company within twenty (20) Business Days second business day after the date of the notice from the Companysuch determination. The Company shall, within five All determinations made pursuant to this paragraph (5c) Business Days after the expiry of the foregoing twenty (20) Business Day period, deliver a further notice to all purchasing Preferred Shareholders setting out the number of unpurchased New Securities shall be final and the number of New Securities purchased under this Section 5. Each purchasing Preferred Shareholder shall have a right of re-allotment such that, if any Preferred Shareholder fails to exercise its right hereunder to purchase up to its pro rata share of New Securities, the purchasing Preferred Shareholders may purchase the non-purchasing Preferred Shareholder’s portion binding on a pro rata basis among the purchasing Preferred Shareholders based on the number of New Securities they all purchasing respectively within ten (10) days from the date of the last notice from Xxxxxx Xxxxxxx and the Company. 5.2 (d) For the purpose of Section 5.1, “New Securities” means, all Common Shares and Common Share Equivalents, whether now authorized or not, issued by the Company after Series F-2 Closing Date, other than the following issuances: (i) Securities issued or issuable pursuant to a share split, share dividend, combination, recapitalization or other similar transaction of the Company; (ii) 1,888,698 Class A Common Shares issued or issuable upon the exercise of outstanding options and warrants as of the Series F-2 Closing Date; (iii) In addition to the Class A Common Shares referred to in Section 5.2(ii) above, Class A Common Shares issued or issuable upon the exercise of stock options granted pursuant to any employee stock ownership plan of the Company as adopted by the Board in accordance with the provisions purposes of this Agreement in force at the time of such issuance or grant (if applicable); (iv) Securities issued or issuable upon the exercise of warrants, notes or other rights to acquire securities of the Company outstanding as at the Series F-2 Closing Date, the issue or grant of which was approved in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); (v) Class A Common Shares issued or issuable upon the conversion of the Preferred Shares; (vi) Securities issued or issuable in a Qualified IPO; (vii) Securities issued or issuable in connection with a bona fide acquisition, consolidation, amalgamation, scheme or arrangement, merger or strategic partnership transaction the terms of which have been approved by no less than five (5) affirmative votes of the Board members, including the affirmative vote of any of the Preferred E Director, the GS Director or the GICSI Director, and which is not primarily for equity financing purposes; (viii) the Preferred Shares in issue as at the Series F-2 Closing Date or the Preferred Shares issued or to be issued under the Share Purchase Agreements; and (ix) Class A Common Shares issued or issuable in any other transaction in which exemption from the anti-dilution provisions in the Memorandum and Articles, as currently in effect, is approved by the affirmative vote of at least the Majority Preferred Holders.section:

Preemptive Right. 5.1 The (a) With respect to any issuance or portion thereof (other than an Excluded Issuance, as defined below) by the Company hereby grants of shares of Common Stock, securities convertible into Common Stock or other equity securities or rights to each Preferred Shareholder acquire such Common Stock or other equity securities (collectively such securities or rights shall be the “New Securities”), MD Xxxxxxxx may elect to subscribe for and purchase for the issuance price offered by the Company a right to purchase up to a pro rata share portion of any such New Securities the Company may, from time sufficient to time, propose to sell and issue. For purposes of this pre-emptive right, a Preferred Shareholdermaintain MD Anderson’s “pro rata share” shall equal: Current Ratio (ias defined below) the number of Class A Common Shares held by such Preferred Shareholder, assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options in effect immediately prior to the issuance of the New Securities, divided by . (iib) the total number of Class A Common Shares (assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options immediately prior to the issuance The Secretary of the Company shall give MD Xxxxxxxx thirty (30) days written notice before making any sale or offering of New Securities)Securities and shall advise MD Xxxxxxxx of its rights under this Section 6 to participate in such offering. Notwithstanding The notice shall describe the foregoingprice and the terms on which the Company proposes to sell, so long as any transfer, or otherwise sell or distribute such shares of the SHVC Successors holds any Preferred Shares, New Securities together with a calculation of MD Anderson’s Current Ratio and the number of Class A Common Shares convertible by such SHVC Successor immediately prior shares it would be allowed to the issuance of the New Securities shall be deemed to include, without limitation, an additional number of Class A Common Shares convertible from Series C-1 Preferred Shares equal to its pro rata portion of 188,838 Series C-1 Preferred Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar transactions) among the SHVC Successors, and the total number of Class A Common Shares (assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants and options immediately prior to the issuance of the New Securities) that it holds. The Company shall deliver a notice to all Preferred Shareholders setting forth details of the proposed issuance of New Securities. Each Preferred Shareholder may exercise its pre-emptive right purchase under this Section 5 by delivering a notice 6 to the Company within twenty maintain MD Anderson’s Current Ratio after such sale was complete. MD Xxxxxxxx then shall have fifteen (2015) Business Days days after the date of the notice to advise the Company in writing whether MD Xxxxxxxx will exercise its rights hereunder and to deliver payment in full for the shares of New Securities it elects to purchase. If MD Xxxxxxxx fails to deliver payment for its portion of the New Securities within the requisite time period, the Company shall proceed with the offering of such New Securities according to the plan described in the notice delivered to MD Xxxxxxxx and MD Xxxxxxxx, failing to exercise such rights unless otherwise waived by Parent, shall have no further special purchase rights under this Section 6 in connection with such offering or any offering of securities thereafter. (c) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 6, the Company may elect to give notice to MD Xxxxxxxx within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. MD Xxxxxxxx shall have thirty (30) days from the Company. The Company shall, within five (5) Business Days after the expiry of the foregoing twenty (20) Business Day period, deliver a further date notice is given to all purchasing Preferred Shareholders setting out the number of unpurchased New Securities and elect to purchase up to the number of New Securities purchased under this Section 5. Each purchasing Preferred Shareholder shall have a right of re-allotment such thatthat would, if any Preferred Shareholder fails purchased by MD Xxxxxxxx, maintain MD Anderson’s percentage-ownership position, calculated as set forth in Section 6(b) before giving effect to exercise its right hereunder to purchase up to its pro rata share the issuance of such New Securities, the purchasing Preferred Shareholders may purchase the non-purchasing Preferred Shareholder’s portion on a pro rata basis among the purchasing Preferred Shareholders based on the number . The closing of New Securities they all purchasing respectively such sale shall occur within ten sixty (1060) days from of the date of the last notice from the Companyis given to MD Xxxxxxxx. 5.2 For the purpose of Section 5.1, “New Securities” means, all Common Shares and Common Share Equivalents, whether now authorized or not, issued by the Company after Series F-2 Closing Date, other than the following issuances: (i) Securities issued or issuable pursuant to a share split, share dividend, combination, recapitalization or other similar transaction of the Company; (ii) 1,888,698 Class A Common Shares issued or issuable upon the exercise of outstanding options and warrants as of the Series F-2 Closing Date; (iii) In addition to the Class A Common Shares referred to in Section 5.2(ii) above, Class A Common Shares issued or issuable upon the exercise of stock options granted pursuant to any employee stock ownership plan of the Company as adopted by the Board in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); (iv) Securities issued or issuable upon the exercise of warrants, notes or other rights to acquire securities of the Company outstanding as at the Series F-2 Closing Date, the issue or grant of which was approved in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); (v) Class A Common Shares issued or issuable upon the conversion of the Preferred Shares; (vi) Securities issued or issuable in a Qualified IPO; (vii) Securities issued or issuable in connection with a bona fide acquisition, consolidation, amalgamation, scheme or arrangement, merger or strategic partnership transaction the terms of which have been approved by no less than five (5) affirmative votes of the Board members, including the affirmative vote of any of the Preferred E Director, the GS Director or the GICSI Director, and which is not primarily for equity financing purposes; (viii) the Preferred Shares in issue as at the Series F-2 Closing Date or the Preferred Shares issued or to be issued under the Share Purchase Agreements; and (ix) Class A Common Shares issued or issuable in any other transaction in which exemption from the anti-dilution provisions in the Memorandum and Articles, as currently in effect, is approved by the affirmative vote of at least the Majority Preferred Holders.

Preemptive Right. 5.1 The Company hereby grants to each Preferred Shareholder a right to purchase up to a pro rata share of In the event that, at any New Securities the Company may, time or from time to time, propose the Company proposes to issue or sell and issue. For newly issued shares of Common Stock (which term shall include, for purposes of this pre-emptive rightSection 8.11, shares of any class or series of common stock of the Company, or securities convertible, exchangeable or exercisable into Common Stock or any class or series of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock or any class or series of Common Stock ("New Securities")), the Company shall first notify each Purchaser of all relevant terms and conditions of the sale of the New Securities and offer to each Purchaser, and each Purchaser will have the right to purchase from the Company, upon the same terms and conditions as the Company proposes to sell the New Securities, such portion of the New Securities so as to maintain the aggregate proportionate ownership of the capital stock of the Company, on a Preferred Shareholder’s “pro rata share” shall equal: (i) the number of Class A Common Shares fully diluted basis, held by such Preferred Shareholder, assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options each Purchaser immediately prior to the issuance of the New Securities, divided by (ii) the total number . Each Purchaser shall have 15 Business Days following receipt of Class A Common Shares (assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options immediately prior to the issuance of the New Securities). Notwithstanding the foregoing, so long as any of the SHVC Successors holds any Preferred Shares, the number of Class A Common Shares convertible by such SHVC Successor immediately prior to the issuance of the New Securities shall be deemed to include, without limitation, an additional number of Class A Common Shares convertible from Series C-1 Preferred Shares equal to its pro rata portion of 188,838 Series C-1 Preferred Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar transactions) among the SHVC Successors, and the total number of Class A Common Shares (assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants and options immediately prior to the issuance of the New Securities) that it holds. The Company shall deliver a notice to all Preferred Shareholders setting forth details accept or reject such offer. In the event that after the giving of the proposed issuance of New Securities. Each Preferred Shareholder may exercise its pre-emptive right under this Section 5 such notice by delivering a notice to the Company within twenty (20) Business Days after the date of Company changes the notice from the Company. The Company shall, within five (5) Business Days after the expiry of the foregoing twenty (20) Business Day period, deliver a further notice terms or conditions on which it proposes to all purchasing Preferred Shareholders setting out the number of unpurchased New Securities and the number of New Securities purchased under this Section 5. Each purchasing Preferred Shareholder shall have a right of re-allotment issue or sell such that, if any Preferred Shareholder fails to exercise its right hereunder to purchase up to its pro rata share of New Securities, the purchasing Preferred Shareholders may purchase Company shall be obligated to notify the non-purchasing Preferred Shareholder’s portion on a pro rata basis among Purchasers of such changed terms and conditions and the purchasing Preferred Shareholders based on the number of New Securities they all purchasing respectively within ten (10) days from the date Purchaser's rights under this Section 8.11 will again apply. The rights of the last notice from the Company. 5.2 For the purpose of Purchaser under this Section 5.1, “New Securities” means, all Common Shares and Common Share Equivalents, whether now authorized or not, issued by the Company after Series F-2 Closing Date, other than the following issuances: 8.11 shall not apply to: (i) New Securities issued upon the exercise or issuable pursuant to a share splitconversion of any previously outstanding securities; (ii) New Securities issued in connection with any merger, share dividendconsolidation, combination, recapitalization purchase of all or substantially all of the assets of another Person or other similar transaction reorganization; (iii) New Securities issued in connection with any stock split, stock dividend or recapitalization of the Company; ; (iiiv) 1,888,698 Class A Common Shares New Securities issued to employees, consultants, officers or issuable upon the exercise of outstanding options and warrants as directors of the Series F-2 Closing Date; (iii) In addition to the Class A Common Shares referred to in Section 5.2(ii) above, Class A Common Shares issued or issuable upon the exercise of stock options granted Company pursuant to any employee stock ownership plan option, stock purchase or stock bonus plan, agreement or arrangement for the primary purpose of the Company as adopted by the Board in accordance with the provisions of this Agreement in force at the time of soliciting or retaining such issuance employees', consultants|, officers| or grant (if applicable); (iv) Securities issued or issuable upon the exercise of warrants, notes or other rights to acquire securities of the Company outstanding as at the Series F-2 Closing Date, the issue or grant of which was approved in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); directors| services; and (v) Class A Common Shares issued or issuable upon the conversion of the Preferred Shares; (vi) New Securities issued to providers of debt or issuable in a Qualified IPO; (vii) Securities issued or issuable lease financing to the Company in connection with a bona fide acquisition, consolidation, amalgamation, scheme or arrangement, merger or strategic partnership transaction the terms provision of which have been approved by no less than five (5) affirmative votes of the Board members, including the affirmative vote of any of the Preferred E Director, the GS Director or the GICSI Director, and which is not primarily for equity financing purposes; (viii) the Preferred Shares in issue as at the Series F-2 Closing Date or the Preferred Shares issued or to be issued under the Share Purchase Agreements; and (ix) Class A Common Shares issued or issuable in any other transaction in which exemption from the anti-dilution provisions in the Memorandum and Articles, as currently in effect, is approved by the affirmative vote of at least the Majority Preferred Holderssuch financing.

Preemptive Right. 5.1 The Company hereby grants to each Preferred Shareholder a At all times while DCEO is the record owner of any of the Purchased Shares, DCEO shall have the right to purchase up the number of shares of Common Stock, or other securities convertible into or exercisable for Common Stock (collectively, the "Securities"), that Merrimac may hereafter issue equal to the product of (x) the number of shares of such Securities and (y) a pro rata share fraction, the numerator of which is the total number of Purchased Shares owned by DCEO immediately prior to any such issuance and the denominator of which is the total number of shares of Common Stock outstanding immediately prior to such issuance (the "Preemptive Right"), strictly in accordance with this Section 5.3. Such number of Securities that DCEO is entitled to purchase are referred to as DCEO's "Pro Rata Share." (a) Prior or immediately subsequent to the issuance of any New Securities, Merrimac shall give notice to DCEO stating (i) its bona fide intention to issue or its issuance of Securities and a detailed description of such Securities, (ii) the Company mayaggregate number of such Securities proposed to be issued or issued, from time and (iii) the price and terms upon which it proposes to timeissue or has issued such Securities. (b) Within 15 calendar days after giving such notice to DCEO, propose DCEO may elect, by giving notice to sell Merrimac, to purchase, at the same price and issueon the same terms specified in such notice, all, but not less than all, of the number of shares or other securities equal to DCEO's Pro Rata Share. For purposes If DuPont either (i) fails to give notice to Merrimac of this preits intent to exercise its Preemptive Right within such 15-emptive rightday period or (ii) otherwise determines not to exercise its Preemptive Right hereunder, a Preferred Shareholder’s “pro rata share” DCEO's Preemptive Right shall equal: expire with respect to such issuance. (c) DCEO's Preemptive Rights shall not be applicable to (i) the number issuance or sale of Class A shares of Common Shares held Stock (or options therefor) to Company employees, directors, officers or consultants pursuant to a stock option, stock issuance or other incentive plan approved by such Preferred ShareholderMerrimac's Board of Directors, assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, and options immediately prior to the issuance of the New Securities, divided by (ii) the total number issuance of Class A Common Shares (assuming Stock pursuant to the conversion or exercise of securities convertible into or exercisable for Common Stock with respect to which DCEO has previously exercised, or was given the opportunity to exercise and failed to exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants, its Preemptive Right and options immediately prior to (iii) the issuance of the New Securities). Notwithstanding the foregoing, so long as any of the SHVC Successors holds any Preferred Shares, the number of Class A Common Shares convertible by such SHVC Successor immediately prior to the issuance of the New Securities shall be deemed to include, without limitation, an additional number of Class A Common Shares convertible from Series C-1 Preferred Shares equal to its pro rata portion of 188,838 Series C-1 Preferred Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar transactions) among the SHVC Successors, and the total number of Class A Common Shares (assuming the exercise, conversion or exchange of all Preferred Shares, Class B Common Shares, warrants and options immediately prior to the issuance of the New Securities) that it holds. The Company shall deliver a notice to all Preferred Shareholders setting forth details of the proposed issuance of New Securities. Each Preferred Shareholder may exercise its pre-emptive right under this Section 5 by delivering a notice to the Company within twenty (20) Business Days after the date of the notice from the Company. The Company shall, within five (5) Business Days after the expiry of the foregoing twenty (20) Business Day period, deliver a further notice to all purchasing Preferred Shareholders setting out the number of unpurchased New Securities and the number of New Securities purchased under this Section 5. Each purchasing Preferred Shareholder shall have a right of re-allotment such that, if any Preferred Shareholder fails to exercise its right hereunder to purchase up to its pro rata share of New Securities, the purchasing Preferred Shareholders may purchase the non-purchasing Preferred Shareholder’s portion on a pro rata basis among the purchasing Preferred Shareholders based on the number of New Securities they all purchasing respectively within ten (10) days from the date of the last notice from the Company. 5.2 For the purpose of Section 5.1, “New Securities” means, all Common Shares and Common Share Equivalents, whether now authorized or not, issued by the Company after Series F-2 Closing Date, other than the following issuances: (i) Securities issued or issuable pursuant to a share split, share dividend, combination, recapitalization or other similar transaction of the Company; (ii) 1,888,698 Class A Common Shares issued or issuable upon the exercise of outstanding options and warrants as of the Series F-2 Closing Date; (iii) In addition to the Class A Common Shares referred to in Section 5.2(ii) above, Class A Common Shares issued or issuable upon the exercise of stock options granted pursuant to any employee stock ownership plan of the Company as adopted by the Board in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); (iv) Securities issued or issuable upon the exercise of warrants, notes or other rights to acquire securities of the Company outstanding as at the Series F-2 Closing Date, the issue or grant of which was approved in accordance with the provisions of this Agreement in force at the time of such issuance or grant (if applicable); (v) Class A Common Shares issued or issuable upon the conversion of the Preferred Shares; (vi) Securities issued or issuable in a Qualified IPO; (vii) Securities issued or issuable in connection with a bona fide acquisitionbusiness acquisition by Merrimac, whether by merger, consolidation, amalgamationpurchase of assets, scheme purchase or arrangementexchange of stock, merger or strategic partnership transaction otherwise. (d) Notwithstanding anything to the terms contrary contained herein, upon the issuance of which have been approved by no less than five (5) affirmative votes Common Stock pursuant to the exercise of any warrants outstanding on the Closing Date and listed in Schedule 5.3 hereto, DCEO's Preemptive Right shall be to purchase DCEO's Pro Rata Share of such Common Stock at a purchase price per share equal to the average closing price of the Board members, including Common Stock as reported on the affirmative vote of any American Stock Exchange on the 25 trading days immediately preceding the date of the Preferred E Directorissuance of the Common Stock upon such exercise. (e) For the purposes of this Article 5, the GS Director term "Purchased Shares" shall include all shares of Merrimac's capital stock issued on or with respect to the GICSI DirectorPurchased Shares, and which is not primarily for equity financing purposes; (viii) the Preferred Shares in issue as at the Series F-2 Closing Date whether by stock dividend, stock split or the Preferred Shares issued or to be issued under the Share Purchase Agreements; and (ix) Class A Common Shares issued or issuable in any other transaction in which exemption from the anti-dilution provisions in the Memorandum and Articles, as currently in effect, is approved by the affirmative vote of at least the Majority Preferred Holdersrecapitalization.