Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

Preemptive Rights. Prior to any the issuance of Series any Class A Parity Securities permitted under Section 5.11(b)(iii)or Class A Senior Securities, the Partnership shall, by written notice to the Series Class A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series Class A Parity Securities or Class A Senior Securities to the Series Class A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata pro rata basis such that each Series Class A Preemptive Rights Holder shall be entitled to purchase a portion of such Series Class A Parity Securities or Class A Senior Securities equal to the quotient of (Ai) the number of Series Class A Preferred Units held by such Series Class A Preemptive Rights Holder on the date of the Notice of Issuance divided by (Bii) the aggregate number of Series Class A Preferred Units held by all Series Class A Preemptive Rights Holders on the date of the Notice of IssuanceIssuance (or as the Class A Preemptive Rights Holders may at such time otherwise agree among themselves); provided, that the offer of such Series Class A Parity Securities or Class A Senior Securities shall not be on a basis less favorable to the Series Class A Preemptive Rights Holders than is offered contemplated with respect to any purchaser thereof who is not a Series Class A Preemptive Rights Holder; provided, further further, that (A) if any Series Class A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series such Class A Parity Securities or Class A Senior Securities within ten fifteen (1015) Business Days of the Notice of Issuance, such Series Class A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series securities in such transaction and (B) if any Class A Preemptive Rights Holder waives or is deemed to have waived its right to purchase such Class A Parity Securities in or Class A Senior Securities, the other Class A Preemptive Rights Holders shall be entitled to exercise such transactionright as if such right was initially granted to such Class A Preemptive Rights Holders. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series Class A Parity Securities or Class A Senior Securities to the Series Class A Preemptive Rights Preferred Holders pursuant to this Section 5.11(b)(viii5.12(g) in connection with any (1) securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity; (2) Common Units or other Class A Junior Securities (including options to purchase Common Units or other Class A Junior Securities and Common Units or other Class A Junior Securities issued upon exercise of such options) issued to employees, consultants or directors of the Partnership or the General Partner pursuant to plans, programs or agreements approved by the Board of Directors; (3) Class A Senior Securities issued pursuant to any dividend, split, combination or other reclassification in respect of Class A Senior Securities or pursuant to a recapitalization or reorganization of the Partnership in respect of Class A Senior Securities; or (4) Class A Parity Securities issued pursuant to any dividend, split, combination or other reclassification in respect of Class A Parity Securities or pursuant to a recapitalization or reorganization of the Partnership in respect of Class A Parity Securities provided in each case under this clause (4) the Class A Preferred Units are given ratable treatment.

Preemptive Rights. Prior Except to the extent limited or excluded by the shareholders of the Company at any issuance general meeting of Series A Parity Securities permitted under Section 5.11(b)(iiithe Company (in which case the Investors will not have Preemptive Rights), the Partnership shallCompany hereby grants each Investor the right, by subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Series A Preemptive Rights Holders Shareholder and each Investor at least ten (the “Notice of Issuance”), if any, offer 10) days prior to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of Issuance divided by the Preemptive Rights Threshold. Such notice shall set forth (Bto the extent known) the aggregate material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of Series A Preferred Units held by all Series A Preemptive Rights Holders New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the date of terms and conditions set forth in the Notice of Issuance; providednotice, that the offer simultaneously with any sale or issuance of such Series A Parity New Securities shall not to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on a basis terms no less favorable to the Series A Preemptive Rights Holders Company than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written those set forth in the notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities delivered to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viiiInvestors; and (iii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires issuance must close no more than 50% of ninety (90) days after the voting power or assets of such entityproposed date included in the notice.

Preemptive Rights. Prior If, at any time prior to termination of the Parent LP Agreement, Parent or any of its Subsidiaries shall propose to issue or sell any “Debt or Equity Securities” (as defined in the Parent LP Agreement) to any issuance Centre Preemptive Party pursuant to Section 9.5(b) of Series A Parity Securities permitted under the Parent LP Agreement on the terms and conditions set forth therein (“Preemptive Sale”), upon the Partnership receiving the notice required pursuant to Section 5.11(b)(iii9.5 of the Parent LP Agreement (the “Preemptive Sale Notice”), the Partnership shall, by written notice no later than three (3) days after receiving the Preemptive Sale Notice, provide a copy of such Preemptive Sale Notice to each of the Series A Preemptive Rights Holders Other Partners other than those Other Partners who are, or whose related Individual Partners are, former employees of the Parent or any of its Subsidiaries (the “Notice of IssuanceRight Holders”). Each Right Holder shall have the right (“Preemptive Sale Right”) to purchase such series or class of debt or equity securities from the Partnership, if anyhaving such designations, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms preferences and subject to conditions relative, participating, optional or other special rights, powers and duties as shall be determined by the General Partner in its sole discretion to give such Right Holder substantially similar rights to the other holders of such “Debt or Equity Securities,” in an amount equal to (i) the total number of such securities issued by the Partnership multiplied by (ii) a fraction equal to (x) the number of outstanding Common Units owned by such Right Holder over (y) the number of outstanding Common Units owned by all of the Right Holders. A Right Holder shall exercise such Preemptive Sale Right by delivering written notice of such exercise to the Partnership no later than five (5) days after receiving the Preemptive Sale Notice. The Partnership shall deliver a Preemptive Response Notice (as defined in the Parent LP Agreement) to the Parent within the time periods required under the Parent LP Agreement with respect to any securities to be reasonablepurchased by the Right Holders who provide timely written notice of their Preemptive Sale Rights to the Partnership within such five-day period. For the avoidance of doubt, which offer the General Partner shall be made on a Pro Rata basis update Schedule I, to the extent necessary, following the exercise of the Preemptive Sale Rights by one or more of the Right Holders. The Partnership shall, using the proceeds from the Right Holders (and such that each Series A Preemptive Rights Holder Right Holders shall be entitled deliver such proceeds to the Partnership in exchange for the issuance of Common Units by the Partnership), purchase a portion an amount of such Series A Parity Securities “Debt or Equity Securities” equal to the quotient of (A) the number total amount of Series A Preferred Units held by such Series A “Debt or Equity Securities” offered to be sold to the Partnership pursuant to the Preemptive Rights Holder on the date of the Notice of Issuance divided Sale multiplied by (B) a fraction equal to (x) the aggregate number of Series A Preferred outstanding Common Units held owned by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Right Holders exercising their rights pursuant to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice immediately preceding sentence over (y) the number of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days outstanding Common Units owned by all of the Notice of Issuance, such Series A Right Holders. Such Preemptive Rights Holder Sale Right shall be deemed subject to have waived any the terms and all rights to purchase such Series A Parity Securities conditions set forth in such transactionthe Preemptive Sale. Notwithstanding the foregoing, in no the event shall that the General Partner reasonably determines that the offering of any debt or equity securities to a Right Holder or Right Holders will require the Parent or the Partnership be obligated to offer prepare a prospectus or similar offering document in order for such offering to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection comply with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all provisions of the assets, or other reorganization whereby Securities Act and such requirement would not apply but for the Partnership acquires more than 50% inclusion of the voting power particular Right Holder or assets of Right Holders in such entityoffering, the General Partner shall have the right in its sole discretion to exclude such Right Holder(s) from such offering.

Preemptive Rights. Prior If at any time the Company proposes to grant, issue or sell any Equity Securities (in each case, other than any Permitted Issuances) to any issuance Person (the “Purchase Rights”) then it shall give the Investor Parties written notice of Series A Parity its intention to do so, describing the Equity Securities permitted under Section 5.11(b)(iii)and the price and the terms and conditions upon which the Company proposes to issue the same. Each Investor Party shall be entitled to acquire, upon the Partnership shallterms applicable to such Purchase Rights, its Pro Rata Share of the Equity Securities proposed to be granted, issued or sold by the Company triggering the Purchase Rights. Each Investor Party shall have thirty (30) days from the giving of such notice to agree to purchase its Pro Rata Share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity Equity Securities to be purchased. If not all of the Series A Preemptive Rights Holders on terms and Investor Parties elect to purchase their Pro Rata Share of the Equity Securities subject to conditions determined by the General Partner Purchase Rights, then the Company shall promptly notify in writing the Investor Parties who have elected to be reasonable, which purchase their full Pro Rata Share of such Equity Securities and shall offer shall be made such Investor Parties the right to acquire such unsubscribed shares on a pro rata basis (based on Pro Rata basis Shares). The Investor Parties shall have fifteen (15) days after receipt of such that each Series A Preemptive Rights Holder shall be entitled notice to notify the Company of their election to purchase all or a portion thereof of such Series A Parity Securities equal the unsubscribed shares. If the Investor Parties have, in the aggregate elected to the quotient of (A) purchase more than the number of Series A Preferred Units held by unsubscribed shares being offered in such Series A Preemptive Rights Holder on notice, then the date of unsubscribed shares shall be allocated according to each Investor Party’s Pro Rata Share up to the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on unsubscribed shares set forth in the date notice to the Investor Parties. If the Investor Parties fail to exercise in full its Purchase Rights, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Notice of Issuance; providedpurchasers’ rights were not exercised, that the offer of such Series A Parity Securities shall not be on at a basis less price and upon terms and conditions no more favorable to the Series A Preemptive Rights Holders purchasers thereof than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written specified in the Company’s notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Investor Parties pursuant to this Section 5.11(b)(viii3.2. If the Company has not sold such Equity Securities within such ninety (90) in connection days, the Company shall not thereafter issue or sell any Equity Securities (other than Permitted Issuances) without first again complying with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 3.2.

Preemptive Rights. Prior The Company agrees that during the period prior to an Initial Public Offering (as such term is defined in the Company’s Limited Liability Company Agreement) it may not sell or issue (or offer to sell or issue) any additional Class A Common Units (as such term is defined in the Company’s Limited Liability Company Agreement) to any person who is an owner of Class A Common Units on the date of this Agreement (each a “Current Class A Holder”) or any affiliate or family member of a Current Class A Holder, unless the Company offers to sell or issue to Gaer, at the same price and on the same terms as the sale or issuance of Series to the Current Class A Parity Securities permitted under Section 5.11(b)(iiiHolder(s), a number of Class A Common Units such that, if purchased by Gaer, would result in Gaer maintaining the Partnership shallsame percentage interest in the Company immediately after such sale or issuance as Gaer owned immediately prior to such sale or issuance. The Company shall notify Gaer in writing at least 5 business days before any such proposed sale or issuance (or if shorter, at the same time as such proposed sale or issuance is offered to the Current Class A Holder(s)), which written notice shall specify the number of Class A Common Units that Gaer is entitled to purchase and the purchase price therefor. Gaer shall have the right, but not the obligation, to purchase up to the number of Class A Common Units as are specified in the notice by delivering a written notice to the Series Company (which written notice shall specify the number of Class A Preemptive Rights Holders Units (if any) that Gaer has elected to purchase) within 3 business days of Gaer’s receipt of the “Notice Company’s written notice to him (or, if shorter, such time as the Current Class A Holder(s) must indicate whether they will participate in such proposed sale or issuance). For the avoidance of Issuance”doubt, the rights specified in this Section 5.04(b) shall not apply to any offer, sale or issuance by the Company of any Non-dilutive Common Units (as such term is defined in the Company’s LLC Agreement), if anynor shall it apply to any Class A Common Units offered, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined sold or issued by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of Company in connection with: (A) a grant pursuant to any Incentive Plan (as defined in the Company’s Limited Liability Company Agreement) or similar equity-based plans or other compensation agreement that is in effect as of the date of Closing and which does not exceed the number of Series A Preferred Units held by reserved for such Series A Preemptive Rights Holder on Incentive Plan as of the date of the Notice of Issuance divided by Closing; (B) the aggregate number conversion or exchange of Series A Preferred Units held by all Series A Preemptive Rights Holders any securities of the Company outstanding on the date hereof into Class A Common Units; (C) any acquisition by the Company or any subsidiary of the Notice Company of Issuance; providedany equity interest, that asset, property or business of any person or any merger, consolidation or other business combination involving the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to Company or any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days subsidiary of the Notice Company; (D) any public offering of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, Company; or other reorganization whereby the Partnership acquires more than 50% (E) any subdivision or split of the voting power or assets of such entityClass A Units.

Preemptive Rights. Prior (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Equity Securities of the Company to any issuance Person or (ii) any debt securities of Series A Parity Securities permitted under Section 5.11(b)(iii)the Company to any Member (collectively, the Partnership shall“Preemptive Securities”) unless, in each case, the Company shall have first offered to sell to each Common Holder and the holders of any Class F Preferred Membership Interests (each a “Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, at a price and on such other terms as shall have been specified by written notice the Company in writing delivered to the Series A each such Preemptive Rights Holders Holder (the “Notice of IssuancePreemptive Offer”), if any, offer to sell such Series A Parity Securities to which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least ten calendar days from the Series A Preemptive Rights Holders on terms and subject to conditions determined date it is delivered by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Company (the “Preemptive Rights Offer Period”). Each Preemptive Holder shall be entitled may elect to purchase a all or any portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date Holder’s Preemptive Share of the Notice of Issuance divided Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide delivering written notice of its intent such election to exercise its right the Company as soon as practical but in any event within the Preemptive Offer Period; provided that if the Company is issuing Equity Securities together as a unit with any debt securities or other Equity Securities, then any Preemptive Holder who elects to purchase Series A Parity the Preemptive Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued 12.3 must purchase the same proportionate mix of all of such securities. Notwithstanding anything to the owners contrary set forth in this Agreement, a Preemptive Holder may assign all or any portion of another entity in connection with its right to acquire Preemptive Securities to its direct or indirect equityholders, and upon any such assignment, each such equityholder shall be deemed a Preemptive Holder for the acquisition purposes of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 12.3.

Preemptive Rights. Prior (a) For so long as the Investor Beneficially Owns at least the Applicable Percentage of the issued and outstanding Company Common Stock (prior to giving effect to the applicable issuance of New Securities), if the Company proposes to issue any shares of the Company Common Stock (including issuances of the Company Common Stock pursuant to exchangeable or convertible securities of the Company or other securities exercisable for shares of the Company Common Stock (upon exercise or in accordance with the terms thereof), but excluding, for the avoidance of doubt, any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiin connection with the transactions contemplated by the Merger Agreement) (“New Securities”), the Partnership shallInvestor shall have the right to subscribe for or purchase up to such number of shares of the Company Common Stock that would allow the Investor to maintain Beneficial Ownership of the issued and outstanding shares of the Company Common Stock, by written notice after giving effect to the Series A issuance of the applicable New Securities, that is no less than the Investor’s Pre-Issuance Ownership Percentage (such shares, the “Preemptive Rights Holders Shares”); provided, however, that the Investor shall not have this subscription or purchase right to the extent that an issuance of the Preemptive Rights Shares to the Investor would require approval of the stockholders of the Company pursuant to Rule 312 of the New York Stock Exchange Listed Company Manual or any successor rule thereof (the “Notice of IssuanceNYSE Rule”) or ASX Listing Rule 7.1 or any successor rule thereof (the “ASX Rule”), if anyunless such stockholder approval is obtained. Notwithstanding the foregoing, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by extent the General Partner to be reasonableCompany issues securities, which offer other than Company Common Stock, that are exchangeable for, or convertible into, or otherwise exercisable for, shares of the Company Common Stock, the Investor shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall only be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to subscribe for or purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Shares pursuant to this Section 5.11(b)(viii) in connection with any securities issued 2.7 immediately prior to the owners time that the shares of another entity in connection Company Stock underlying such securities become issued, with such right subject to the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all actual issuance of the assets, or other reorganization whereby the Partnership acquires more than 50% applicable underlying shares of the voting power or assets of such entityCompany Common Stock.

Preemptive Rights. Prior (a) Except as provided in Section 2.07(e) or Section 2.07(f), if the Company wishes to issue any Equity Securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson or Persons (all such Equity Securities, collectively, the “New Securities”), then the Partnership shall, by Company shall promptly deliver a written notice of intention to the Series A Preemptive Rights Holders sell (the “Company’s Notice of IssuanceIntention to Sell”), if any, offer ) to sell such Series A Parity each holder of Preemptive Shares setting forth a description of the New Securities to be sold, the Series A Preemptive Rights Holders on proposed purchase price, the aggregate number of New Securities to be sold and the terms and subject conditions of sale. Upon receipt of the Company’s Notice of Intention to Sell, each holder of Preemptive Shares shall have the right, during the Acceptance Period, to elect to purchase, at the price and on the terms and conditions determined by stated in the General Partner Company’s Notice of Intention to be reasonableSell, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled up to purchase a portion the number of such Series A Parity New Securities equal to the quotient product of (Ai) the number of Series A Preferred Units held by such Series A holder’s Preemptive Rights Holder on the date of the Notice of Issuance divided Proportion, multiplied by (Bii) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceNew Securities to be issued; provided, that if the offer New Securities consist of such Series A Parity Securities shall not be on a basis less favorable to the Series A more than one class, series or type of Equity Securities, then any holder of Preemptive Rights Holders than is offered to any purchaser thereof Shares who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights elects to purchase such Series A Parity New Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) 2.07 must purchase the same proportionate mix of all of such securities; provided, further, that if the New Securities are issued in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity debt financing undertaken by the Partnership by mergerCompany or any of its Subsidiaries and to which preemptive rights otherwise apply pursuant to this Section 2.07, consolidationthen any Class A-1 Member, sale Class D Member, Class E Member or exchange Class F Preferred Member who elects to purchase such New Securities pursuant to this Section 2.07 must, to be eligible to receive such New Securities, participate in the underlying debt instrument for such financing (A) with and on the same terms as the other lenders thereunder and (B) in the same percentage as their Preemptive Proportion of securities, New Securities that such Member wishes to purchase pursuant to this Section 2.07. If one or more holders of substantially all Preemptive Shares do not elect to purchase their entire share of the assetsNew Securities (such aggregate portion of New Securities that has not been so elected, the “Excess New Securities”), then the Company will offer, by written notice (the “Supplemental Notice of Intention to Sell”), to each holder of Preemptive Shares who has elected to purchase his, her or other reorganization whereby the Partnership acquires more than 50% its entire proportion of the voting power or assets New Securities pursuant to this Section 2.07 (the “Full Participants”) the right to elect to purchase, at the price and on the terms and conditions stated in the Company’s Notice of such entity.Intention to Sell:

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (a) Each Preferred Stockholder (the “Notice Preemptive Participants”) shall have a preemptive right to purchase up to its Pro Rata Share (as defined in this Section 6(a)) of Issuancefuture sales by the Company of its equity securities issued for cash other than as provided in Section 6(c) below (“New Securities”). For each Preemptive Participant, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a “Pro Rata basis such Share” equals the ratio that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (Ai) the number of Series A shares of Common Stock issuable upon conversion of the Preferred Units Stock held by such Series A the Preemptive Rights Holder on Participant (plus the date number of shares of Common Stock held by the Preemptive Participant if the Preemptive Participant is West Central or a member of the Notice USBG Group), immediately prior to the sale of Issuance divided by the New Securities bears to (Bii) the aggregate sum of the total number of Series A shares of Common Stock issuable upon conversion of all shares of Preferred Units Stock outstanding and the total number of shares of Common Stock held by all Series A Preemptive Rights Holders on the date West Central and members of the Notice USBG Group, immediately prior to the sale of Issuance; providedthe New Securities. Each time the Company proposes to offer any of its securities, that the Company shall give written notice thereof to the Preemptive Participants stating (i) its bona fide intention to offer such securities, (ii) the number of such Series A Parity Securities shall not securities to be on a basis less favorable offered, and (iii) the price and terms upon which the Company proposes to offer such securities (the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide “Offer Notice”). By written notice of its intent to exercise its right to purchase Series A Parity Securities notification received by the Company within ten (10) Business Days days after the receipt of the Notice Offer Notice, a Preemptive Participant may elect to purchase, at the price and on the terms specified in the Offer Notice, up to such holder’s Pro Rata Share and stating therein the quantity of Issuance, such Series A securities to be purchased. To the extent any Preemptive Rights Holder shall be deemed to have waived any and all rights Participant elects not to purchase such Series A Parity holder’s Pro Rata Share of New Securities, then such holder’s Pro Rata Share shall be allocated pro rata among the Preemptive Participants electing to purchase their Pro Rata Share of New Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities a similar “as converted” basis to the Series A Preemptive Rights Holders pursuant extent such holders wish to purchase more than their full Pro Rata Share. The closing date of the transactions contemplated by this Section 5.11(b)(viii6(a) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity shall be as mutually agreed by the Partnership by mergerCompany and the purchasing Preemptive Participants, consolidation, sale or exchange of securities, purchase of substantially all but no earlier than thirty (30) days and no later than sixty (60) days after the receipt of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOffer Notice.

Preemptive Rights. Prior (a) In the event that the Company should determine to (i) authorize and issue any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders its capital stock or other equity securities (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of other than securities issued (A) pursuant to the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date conversion of the Notice of Issuance divided by Series B Shares, (B) pursuant to the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date exercise of the Notice Warrants, (C) pursuant to the acquisition of Issuance; providedanother corporation by the Company or issued in connection with any merger, consolidation, combination, purchase of all or substantially all of the assets or other reorganization which has been approved by the Board of Directors of the Company and the Stockholders in accordance with the provisions of this Agreement, (D) pursuant to any rights or agreements, including without limitation convertible securities, provided that the offer rights established by this Section 14 apply with respect to the initial sale or grant by the Company of such Series A Parity Securities shall not be on a basis less favorable to rights or agreements (other than the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedrights or agreements described in clause (F) below), further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viiiE) in connection with any stock split, stock dividend or recapitalization of the Company, (F) to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement for the primary purpose of soliciting or retaining such employees, consultants, officers or directors services and which are outstanding on the date hereof or are hereafter approved by the Board of Directors and the Stockholders in accordance with the terms of this Agreement, and (G) in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of securities issued for the account of the Company and/or selling shareholders to the owners public) or (ii) to reissue any treasury shares previously acquired by the Company, then the Company shall notify each Stockholder holding Voting Shares and each Warrant holder of another entity such proposed offering and the price thereof, and for a period of 30 days after such notice, each such Stockholder and Warrant holder may purchase a pro rata (in connection accordance with the acquisition percentage of Voting Shares then held by such Stockholder and Warrant holder) amount of the shares being offered by delivery of the purchase price therefor to the Company. If any Stockholder or Warrant holder does not accept the offer to purchase all of his or its pro rata share of the shares being offered, the Company shall make one or more additional offers of the remainder of such entity by the Partnership by merger, consolidation, sale shares to Stockholders or exchange of securities, Warrant holders who have agreed to purchase of substantially all of the assets, shares previously offered. Such additional offer or other reorganization whereby the Partnership acquires more than 50% offers shall be made for a period of the voting power or assets 10 days to each of such entityStockholders and Warrant holders in the same ratio that the amount of shares which such Stockholder or Warrant holder has agreed to purchase bears to the total amount of shares which all Stockholders and Warrant holders to which such additional offer or offers are made have agreed to purchase. Any shares not so purchased may be sold by the Company to a third party who agrees to be bound by the terms of this Agreement and who shall become a Stockholder hereunder.

Preemptive Rights. Prior (a) Other than through an Excluded Issuance, prior to the Partnership offering, issuing or selling any Common Units or other securities that have rights and preferences that rank pari passu with the Common Units (“Pari Passu Securities”), including debt (or other instruments) convertible into Pari Passu Securities, or options or other rights to acquire Pari Passu Securities, including pursuant to a commitment or subscription to acquire Pari Passu Securities over time pursuant to capital calls or otherwise, or any equity interest or options or other rights to acquire an equity interest in any Subsidiary of the Partnership, including debt or other instruments convertible into equity interests in a Subsidiary of the Partnership (collectively, the “New Interests”), to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiBrookfield Affiliated Holder (a “Proposed Purchaser”), the Partnership shall, by written subject to compliance with applicable securities laws, deliver a notice to the Series A Preemptive Rights Holders (the “Notice Preemptive Notice”) of Issuance”)its proposal to offer, if any, offer issue or sell the New Interests to sell such Series each Class A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonableCommon Unitholder, which Preemptive Notice shall offer shall be made on a Pro Rata basis such that each Series Class A Preemptive Rights Holder shall be entitled Common Unitholder the right to purchase a portion of such Series additional Class A Parity Securities equal to the quotient of Common Units and shall set forth in reasonable detail (A) the terms and conditions of such issuance, (B) the price per Class A Common Unit and (C) the maximum number of Series Class A Preferred Common Units held (which will be issued to the Class A Common Unitholders in lieu of New Interests) that are available for purchase by such Series Class A Preemptive Rights Holder Common Unitholder (Pro Rata based on such Class A Common Unitholder’s Percentage Interest, calculated as of the date of the Notice of Issuance divided by (B) Preemptive Notice, in relation to the aggregate total number of Series New Interests available for purchase) (such Class A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceCommon Unitholder’s “Eligible Share”); provided, that that, the offer of such Series A Parity Securities New Interests available for purchase by the Proposed Purchaser shall not be reduced, on a basis less favorable one-for-one basis, to the Series extent the Class A Common Unitholders elect to purchase additional Class A Common Units pursuant to this Section 17.4. Each Class A Common Unitholder shall have 5 Business Days after receipt of the Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent Notice (the “Election Period”) to exercise its right to purchase Series such Class A Parity Securities within ten (10) Business Days Common Units by delivering an irrevocable written notice to the Partnership, which shall state the number of Class A Common Units such Class A Common Unitholder elects to purchase up to the maximum amount of such Class A Common Unitholder’s Pro Rata share of the total number of Class A Common Units available for purchase in the Preemptive Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding (the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity“Offered Interests”).

Preemptive Rights. The General Partner and the Limited Partners shall have preemptive rights regarding the sale or issuance of any Interests in the Partnership (other than any Interests issued pursuant to an employee benefit equity participation or bonus plan under Section 2.4(a)). Prior to issuing any issuance of Series A Parity Securities permitted under Interest in the Partnership (other than Interests issued pursuant to Section 5.11(b)(iii2.4(a)), the Partnership shall, shall by prompt written notice first offer such Interest to the Series A Preemptive Rights Holders (Partners existing on the “Notice date that the Executive Committee authorizes the issuance of Issuance”Interests under Section 2.4(a)(vii), if any, offer to sell . The written notice shall indicate the subscription price for such Series A Parity Securities to Interest and the Series A Preemptive Rights Holders on other terms and subject to conditions determined by of the General Partner to be reasonable, which offer shall be made on proposed issuance. For a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion period of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on 20 days after the date of the Notice of Issuance divided by notice (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive "Primary Rights Holders on Period"), the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities Partners shall not be on have a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days all, part or none of the Notice offered Interest in proportion to their respective Ownership Percentage Interests. If the Partners fail to exercise their rights as to the entire Interest offered, then the Partners who or which exercised their preemptive rights during the Primary Rights Period (if any) shall, for a period of Issuance10 days after the expiration of the Primary Rights Period (the "Secondary Rights Period"), have the right to purchase any remaining Interest in proportion to their respective Ownership Percentage Interests (without regard to the Ownership Percentage Interests of those Partners who or which failed to exercise their fights during the Primary Rights Period). In the event that any Interest remains after the expiration of the Primary Rights Period and the Secondary Rights Period, such Series A Preemptive Rights Holder shall Interest may, for a period of 90 days thereafter, be deemed offered and sold to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities Person (subject to the Series A Preemptive Rights Holders pursuant to other provisions of this Section 5.11(b)(viiiAgreement) in connection with any securities issued on terms and conditions no more favorable than those offered to the owners of another entity Partners. If the offers and sales to other Persons are not consummated within such 90-day period, the Interest shall again be offered to the Partners in connection with the acquisition of such entity by the Partnership by merger, consolidation, manner described above prior to any offer and sale or exchange of securities, purchase of substantially all of the assets, or to any other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityPersons.

Preemptive Rights. Prior (a) If Holdings LLC authorizes the issuance or sale of any Additional Units in accordance with Section 3.4(a) (other than issuances (i) of Class A Units pursuant to any issuance the Investment Agreement or the Class A-1 Unit Purchase Agreements, (ii) of Series A Parity Securities permitted under Section 5.11(b)(iiiClass B Units and Class C Units pursuant to the Contribution Agreement, (iii) of Unit Equivalents of Class B Units and of Class C Units on the date hereof, which Unit Equivalents are substantially equivalent to stock options of the Companies held by the recipient of such Unit Equivalents immediately prior to the consummation of the transactions contemplated by the Contribution Agreement (i.e., the Legacy Options), (iv) for the Partnership shallavoidance of doubt, by written notice of Incentive Units pursuant to the Series A Preemptive Rights Holders (the “Notice of Issuance”an Incentive Agreement in accordance with Section 3.4(b), if any(v) in connection with a reorganization pursuant to Section 9.4, (vi) pursuant to a Qualified Public Offering, or (vii) in connection with any Unit split, Unit dividend or Unit combination), with respect to each class of Additional Units to be sold, Holdings LLC shall first offer to sell to each Major Member such Series A Parity Securities to Major Member’s Universal Percentage of the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis number of such that each Series A Preemptive Rights Holder Additional Units as of such date. Each such Major Member shall be entitled to purchase a all or any portion of its Universal Percentage of such Series A Parity Securities equal to class of Additional Units at the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder most favorable price and on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred most favorable terms as such Additional Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not are to be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holderother Persons; provided, further provided that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right all Persons entitled to purchase Series A Parity Securities within ten (10) Business Days or receive such Additional Units are required to also purchase other securities of Holdings LLC, the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all Major Members exercising their rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii3.5(a) in connection with any shall also be required to purchase the same strip of securities issued (on the same terms and conditions) that such other Persons are required to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially purchase. If all of the assetsAdditional Units offered to Major Members hereunder are not fully subscribed by such Major Members, or the unsubscribed Additional Units shall be allocated to the Major Members and that are purchasing their full Universal Percentage allotment and have indicated in their notice to Holdings LLC pursuant to Section 3.5(b) a desire to acquire any further Additional Units that are available because of under-subscription. The purchase price for all Additional Units offered to the Major Members shall be payable in cash or, to the extent otherwise consistent with the terms offered to any other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityPersons, installments over time.

Preemptive Rights. Prior to If the Company offers or sells any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Capital Stock, any other SAFE, or any option, warrant, convertible note or other security convertible into or exercisable or exchangeable for any Capital Stock, the Partnership shall, by written notice Company shall simultaneously offer to the Series A Preemptive Rights Holders (Xxxx Xxxxx Network the “Notice of Issuance”), if any, offer right to sell such Series A Parity Securities to purchase the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Investor’s Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion Share of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuancesecurities; provided, however, that the offer of such Series A Parity Securities right shall not be apply to (a) Common Stock or options to acquire Common Stock issued by reason of a dividend on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) Common Stock or Common Stock issued in connection with any securities a stock split of outstanding Common Stock, (b) Common Stock or options to acquire Common Stock issued to employees or directors of, or consultants or advisors to, the owners Company or any of another entity its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the Company, (c) Capital Stock actually issued upon the exercise of options or the conversion or exchange of convertible securities if such options or convertible securities were exempt from the purchase rights set forth in this Section 5 upon their original issuance or such purchase rights were waived in writing by the Xxxx Xxxxx Network, (d) Common Stock or options to acquire Common Stock issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Company, and (e) Capital Stock or options to acquire Capital Stock issued pursuant to the acquisition of such entity another corporation by the Partnership Company by merger, consolidation, sale merger or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby provided that such issuances are approved by the Partnership acquires more than 50% Board of Directors of the voting power or assets Company. The Company shall provide to the Investor (i) no less than thirty (30) days advance written notice of any proposed offering of securities setting forth a true and accurate summary of the terms of the securities being offered, and (ii) no less than ten (10) business days prior to the closing of such entityoffering a true and accurate copy of the definitive legal documents that will be executed upon the consummation of such offering. The rights set forth in this Section 5 may be assigned to one or more individual members of the Xxxx Xxxxx Network. Upon the issuance of Standard Preferred Stock or Safe Preferred Stock, as applicable, the Company and the Xxxx Xxxxx Network shall enter into an agreement granting the Xxxx Xxxxx Network the rights set forth in this Section 5, unless the transaction documents related to the Equity Financing grant the Investor a right to purchase its pro rata share of securities sold or issued by the Company occurring after the Equity Financing and the right to transfer such preemptive rights to the Xxxx Xxxxx Network or any one or more individual members of the Xxxx Xxxxx Network, in which case the rights set forth in this Section 5 shall terminate with this Agreement.

Preemptive Rights. Prior (a) If, other than in connection with an acquisition or other business combination, in contemplation of an initial public offering of equity securities of the Company or in respect of issuances of Membership Units pursuant to any issuance Section 8.5 of Series A Parity Securities permitted under Section 5.11(b)(iii)this Agreement, the Partnership shallCompany proposes to issue, grant or sell Membership Units or any securities exchangeable or convertible into Membership Units in accordance with the provisions of this Agreement, the Company shall first give to the Members a notice setting forth in reasonable detail the price and other terms on which such Membership Units are proposed to be issued or sold, the terms of such Membership Units and the amount thereof proposed to be issued, granted or sold (without limiting the consent rights of any Member in connection therewith). The Members shall thereafter have the preemptive right, exercisable by written notice to the Series A Preemptive Rights Holders Company no later than twenty (20) days after the “Notice of Issuance”)Company's notice is given, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion the amount of such Series A Parity Securities equal to Membership Units set forth in such Member's notice (but in no event more than such Member's pro rata share thereof, as of the quotient date of (A) the number Company's --- ---- notice, based upon the ratio of Series A Preferred the Membership Units held by such Series A Preemptive Rights Holder on Member to the date aggregate of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Membership Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; providedCompany), that for the offer of such Series A Parity Securities shall not be on price and other terms set forth in the Company's notice. Any notice by a basis less favorable to Member exercising the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within Membership Units pursuant to this Article XIII shall constitute an irrevocable commitment to purchase from the Company the Membership Units specified in such notice, subject to the maximum set forth in the preceding sentence. If the Members fail to exercise their preemptive right to the full extent of their pro rata share, the Company shall provide notice thereof to the --- ---- exercising Members and an additional ten (10) Business Days days to subscribe for the remaining Membership Units subject to preemptive rights. If the Members exercise their preemptive right set forth in this Section 13.1 to the full extent of their pro rata share or for any other reason the Company shall not --- ---- issue, grant or sell Membership Units to Persons other than the Members then the closing of the Notice purchase shall take place on such date, no less than ten (10) and no more than thirty (30) days after the expiration of Issuancethe 20-day period referred to above, such Series A Preemptive Rights Holder shall be deemed to have waived any as the Company may select and all notify the Members at least seven (7) days prior thereto. If the Members do not exercise their preemptive rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoingfull extent of their pro rata shares, in no event and, as contemplated by Section --- ---- 13.1(b), the Company shall issue, grant or sell Membership Units to Persons other than the Partnership be obligated Members, then the closing of the issuance of Membership Units to offer to sell Series A Parity Securities to Members shall take place at the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to same time as the owners of another entity in connection with the acquisition closing of such entity by the Partnership by mergerissuance, consolidation, grant or sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityto non-Members.

Preemptive Rights. Prior The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii(in a single transaction or a series of related transactions), the Partnership shallCompany shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the Series A maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Rights Holders on terms and subject to conditions determined by Right Notice Period, then such Member shall forfeit the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled right hereunder to purchase a portion its Preemptive Right Share of such Series A Parity New Securities equal to and the quotient of (A) Company will allocate the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity New Securities to any other Member that indicated it would purchase New Securities in such transactionexcess of its Preemptive Right Share based on their relative Preemptive Right Shares. Notwithstanding Subject to obtaining the foregoingrequisite authorization, in no event shall approval or consent of any Governmental Body, the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders closing of any purchase by any Member pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection 7.1 shall be consummated concurrently with the acquisition consummation of such entity the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Partnership by mergerCompany may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityMember shall be a Defaulting Member.

Preemptive Rights. Prior (a) If the Company proposes to issue, grant or sell Common Stock or Rights, the Company shall first give to the Purchaser (so long as the Purchaser owns at least 500,000 Shares) and any issuance transferee of Series A Parity Securities permitted under Section 5.11(b)(iiiShares from the Purchaser then owning at least 500,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Partnership shallSecurities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each a "Securityholder") written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Series A Preemptive Rights Holders Company no later than twenty (20) days after the “Notice of Issuance”)Company's notice is given, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive shares of Common Stock or Rights Holder on set forth in the Securityholder's notice (but in no event more than the Securityholder's Proportionate Share (as defined below) thereof, as of the date of the Notice of Issuance divided by (B) Company's notice), at the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders price and on the date of other terms set forth in the Notice of Issuance; provided, that Company's notice. Any notice by a Securityholder exercising the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within shares of Common Stock or Rights pursuant to this Section 5.4 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.4(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (10) Business Days and no more than thirty (30) days after the expiration of the Notice 20-day period referred to above, as the Company may select, and the Company shall notify the Securityholders of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and closing at least seven (7) days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to the full extent of their Proportionate Share and, as contemplated by Section 5.4(b), the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase such Series A Parity Securities in such transaction. Notwithstanding of shares of Common Stock or Rights shall take place at the foregoing, in no event shall same time as the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition closing of such entity by the Partnership by mergerissuance, consolidation, sale grant or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitysale.

Preemptive Rights. Prior If at any time after the Closing Date and prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)the Cessation Date, the Partnership shallCompany shall propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance or sale of any New Securities, then each Lender shall have the right to purchase that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that such Lender would after the issuance and sale of all such New Securities, hold the same proportional interest of the then outstanding shares of Common Stock (assuming that any outstanding securities or other rights, including the Notes, convertible or exchangeable into Common Stock have been converted or exchanged) as was held by such Lender immediately prior to such issuance and sale (the "Proportionate Percentage"). The Company shall give each Lender written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the same. Each Lender shall have ten (10) Business Days from the giving of such notice to agree to purchase all (or any part) of its Proportionate Percentage of New Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity New Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent purchased. If Lenders fail to exercise its in full such right to purchase Series A Parity Securities within ten (10) Business Days of Days, the Notice of Issuance, such Series A Preemptive Rights Holder Company shall be deemed have one hundred twenty-five (125) days thereafter to have waived any and all rights to purchase such Series A Parity sell the New Securities in such transaction. Notwithstanding the foregoingrespect of which Lenders' rights were not exercised, in at a price and upon general teens and conditions no event shall the Partnership be obligated to offer to sell Series A Parity Securities more favorable to the Series A Preemptive Rights Holders buyers thereof than specified in the Company's notice to Lenders pursuant to this Section 5.11(b)(viiiSection. If the Company has not sold the New Securities within such one hundred twenty-five (125) day period, the Company shall not-thereafter issue or sell any New Securities, except by giving Lenders the right to purchase their Proportionate Percentage in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitymanner provided above.

Preemptive Rights. Prior 19.1 In the event that the Company determines to any issuance issue shares of Series A Parity Common Stock or other securities or instruments convertible into shares of Common Stock (“Equity Securities”), other than Excluded Securities permitted under Section 5.11(b)(iii(as defined below) (such Equity Securities excluding Excluded Securities, the “Proposed Securities”), the Partnership shall, by Company shall provide written notice (a “Preemptive Rights Notice”) thereof to the Series A Investors so long as the Investors (together with its controlled affiliates) beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants and the Prior Warrants) owned by the Investors or any controlled affiliate thereof are immediately exercisable) shares of Common Stock that satisfies the Ownership Threshold. The Preemptive Rights Holders Notice must be delivered to the Investors at least five (5) business days prior to the “Notice date of Issuance”)such issuance and shall set forth a summary of the material terms of such Proposed Securities, if any, offer to sell such Series A Parity including the amount of Proposed Securities to be issued, the Series A purchase price therefor and the date of issuance of such Proposed Securities. Each Investor shall have the right (a “Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled Right”) to purchase a portion (the “Pro Rata Portion”) of such Series A Parity the Proposed Securities equal to the quotient of (A) up to the number of Series A Preferred Units held Proposed Securities proposed to be issued multiplied by a fraction, the numerator of which the number of shares of Common Stock owned by such Series A Investor at the time of the Preemptive Rights Holder on Notice (assuming, for these purposes, the conversion or exercise of any securities of the Company that are convertible into or exercisable for shares of Common Stock, including the Warrants and the Prior Warrants), and the denominator of which is the number of shares of Common Stock that are issued and outstanding as of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, Notice. Each Investor that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent desires to exercise its right to purchase Series A Parity Securities Preemptive Rights hereunder must exercise such Preemptive Right within ten five (105) Business Days business days after receipt of the Notice of Issuance, such Series A Preemptive Rights Holder Notice from the Company, and any failure to exercise such Preemptive Right within such time period shall be deemed a waiver of the Preemptive Right in respect of the Proposed Securities referred to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A related Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityNotice.

Preemptive Rights. Prior (a) If the Company proposes to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)issue, grant or sell common stock, preferred stock, other equity securities or Rights, the Partnership shallCompany shall first give to each Purchaser and any transferee of Shares from the Purchaser (each a "SECURITYHOLDER") written notice setting forth in reasonable detail the price and other terms on which such equity securities or Rights are proposed to be issued, granted or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Series A Preemptive Company no later than 15 days after the Company's notice is given, to purchase the lesser of (i) such Securityholder's Proportionate Share of the number of such equity securities or Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner that are proposed to be reasonableissued, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to granted or sold and (ii) the quotient of product of: (Ax) the number of Series A Preferred Units such equity securities or Rights that are proposed to be issued, granted or sold minus the number of such equity securities or Rights purchased by the parties to the Stockholders' Agreement pursuant to their respective preemptive rights contained in Sections 4.2 and 4.3 thereof and (y) a fraction equal to the number of Shares held by such Series A Preemptive Rights Holder on Securityholder as of the date of the Notice of Issuance notice delivered pursuant to this section divided by (B) the aggregate total number of Series A Preferred Units issued and outstanding Shares held by all Series A Preemptive Rights Holders Securityholders. Any such purchase by any Securityholder shall be at the price and on the date of other terms set forth in the Notice of Issuance; provided, that Company's notice. Any notice by a Securityholder exercising the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive equity securities or Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) 5.1 shall constitute an irrevocable commitment to purchase from the Company the equity securities or Rights specified in connection with any securities issued such notice, subject to the owners maximum set forth in this paragraph. If the Securityholders exercise their preemptive rights set forth in this Section 5.1(a) to the full extent of another entity their rights set forth in connection with this Section 5.1(a), then the acquisition closing of the purchase of equity securities or Rights by Securityholders shall take place on such date, no less than ten and no more than 60 days after the expiration of the 15-day period referred to above, as the Company may select, and the Company shall notify the Securityholders of such entity closing at least seven days prior thereto. If all Persons entitled thereto do not exercise their preemptive rights to the full extent of such preemptive rights and, as contemplated by Section 5.1(b), the Partnership by mergerCompany shall issue, consolidationgrant or sell equity securities or Rights to persons other than Securityholders and the parties to the Stockholders Agreement, sale or exchange then the closing of securities, the purchase of substantially all of such equity securities or Rights shall take place at the assets, or other reorganization whereby same time as the Partnership acquires more than 50% of the voting power or assets closing of such entityissuance, grant or sale.

Preemptive Rights. Prior The Partnership and its Subsidiaries shall not issue (an “Issuance”) debt interests (other than the Senior Credit Debt and other senior Indebtedness that is secured by the assets of and/or the equity interests of the Partnership) or equity interests in the Partnership or its Subsidiaries (including the Subsidiary REIT), other than (a) the issuance of Partnership Interests to the Partners or pursuant to a transfer of Partnership Interests, in each case, that is permitted pursuant to this Agreement (including Article 5), (b) the issuance of Subsidiary REIT Units to the Partnership and the issuance of the Subsidiary REIT Preferred Units, (c) any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), ownership interests in a Subsidiary so long as all of the ownership interests in such Subsidiary remain directly or indirectly wholly owned (other than the Subsidiary REIT Preferred Units) by the Partnership shallfollowing such issuance or (d) the incurrence of Indebtedness under a credit facility otherwise permitted pursuant to this Agreement, by written notice to any Person with designations, preferences or relative, economic, participating, optional or other special rights, powers or duties that are preferential to the Series A Preemptive Rights Holders Preferred Interests, without offering to the Preferred Partners the opportunity to purchase any such debt or equity interests. The General Partner shall notify each Preferred Partner in writing of the proposed Issuance (the “Notice Issuance Notice”) and grant to each such Preferred Partner the right (the “Preemptive Rights”) to subscribe for and purchase its pro rata share, based on the Preferred Partners’ relative Percentage Interests, of Issuance”), if any, offer the preferential debt or equity interests to sell such Series A Parity Securities to be issued in the Series A Preemptive Rights Holders on proposed Issuance at the same price and upon the same terms and subject conditions to conditions determined by be issued in the proposed Issuance. In order to exercise the preemptive rights granted to it pursuant to this Section 5.5, a Preferred Partner must deliver notice of its election to purchase such preferential debt or equity interests to the General Partner within fifteen (15) Business Days of receipt of the Issuance Notice. A failure to be reasonable, which offer shall be made on deliver such notice by a Pro Rata basis Preferred Partner will constitute a waiver by such Preferred Partner of its preemptive rights under this Section 5.5 with respect to the applicable Issuance. To the extent that each Series A all of the Preferred Partners do not elect to exercise their Preemptive Rights Holder pursuant to the preceding sentences of this Section 5.5, the remainder of the debt or equity interests subject to the Issuance will be re-offered to the Preferred Partners who elected to exercise their Preemptive Rights within five (5) days of the expiration of the period to deliver notice of an election, and such Preferred Partners shall be entitled have the right to purchase all or a portion of such Series A Parity Securities equal remainder (based on the amount of such remainder offered relative to the quotient of (Aother such electing Preferred Partners) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days after receipt of such re-offer. For the Notice avoidance of Issuancedoubt, such Series A the Common Partners shall not have Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to accordance with this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity5.5.

Preemptive Rights. Prior (a) Subject to Section 8.2, immediately after AT&T Wireless issues any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Equity Shares (collectively, the Partnership shall"Additional Securities") (other than to a wholly owned Subsidiary of AT&T Wireless and exclusive of any Equity Shares issued upon exercise of the Warrants) or, in the case of an Acquisition Issuance, immediately after public announcement of the transaction giving rise to such Acquisition Issuance, AT&T Wireless shall notify DoCoMo by written notice to of such issuance or transaction (which notice shall specify the Series A Preemptive Rights Holders (issuance price, except in the “Notice case of an Acquisition Issuance”), if any, for, and the terms and conditions of, such Additional Securities, including whether or not any purchaser of such Additional Securities will have registration rights with respect to such Additional Securities) and shall offer to sell to DoCoMo and/or its designated wholly owned Subsidiaries such Series A Parity Additional Securities to as may be designated by DoCoMo upon the Series A Preemptive Rights Holders on terms and subject conditions set forth in the notice and at the Purchase Price as provided in Section 8.1(e); provided that, with respect to conditions determined by the General Partner any issuances of Additional Securities pursuant to employee, officer or director benefit plans or arrangements ("Employee Benefit Plans"), such notice and offer shall only be reasonable, which offer required within 10 Business Days of each March 31 and September 30 and shall be made in respect of all such issuances made during the six month period ending on such March 31 or September 30. DoCoMo's right to purchase Additional Securities in accordance with Sections 8.1(c) and (d) and this Article VIII are referred to herein as "Preemptive Rights." The foregoing notwithstanding, DoCoMo shall have no preemptive right to acquire Additional Securities that (x) are issued to holders of AT&T Wireless Common Stock on a Pro Rata pro rata basis (whether in the form of a dividend distribution or otherwise), (y) are issued or sold in respect of the exercise of any purchase or similar right where such that each Series A right was originally offered or distributed to holders of AT&T Wireless Common Stock on a pro rata basis or (z) are issued or sold upon the exercise of rights under AT&T Wireless's preferred share purchase rights plan or any successor plan thereto. The Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedtriggered by issuances of securities upon exchange or conversion of previously outstanding securities (including, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuancewithout limitation, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) issuances in connection with any securities issued to the owners of another entity rights plan but not including issuances in connection with the acquisition exercise of such entity options or other rights granted to employees, officers, directors or consultants of AT&T Wireless) or by pro rata distributions to shareholders (including without limitation stock dividends and stock splits); provided that DoCoMo may exercise its Preemptive Rights hereunder upon the Partnership by mergerconversion of convertible securities that become outstanding after the Closing and that, consolidation, sale or exchange of securities, purchase of substantially all because of the assets, or other reorganization whereby the Partnership acquires more than 50% nature of the voting power or assets security, the number of shares of common stock into which such entitysecurity is convertible was not calculable and therefore DoCoMo could not exercise its Preemptive Rights with respect thereto.

Preemptive Rights. Prior (a) If the Corporation proposes to issue or sell any issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii)after the date hereof, the Partnership shall, by written notice to the Series A Corporation shall notify in writing each Preferred Stockholder (each a “Preemptive Rights Holders Right Holder”) of such proposed transaction (the “Notice of IssuancePreemptive Right Notice”). The Preemptive Right Notice shall describe the proposed issuance or sale, if any, identify the proposed buyer and contain an offer to sell such Series A Parity Securities to each Preemptive Right Holder, at the same price and for the same consideration (subject to the Series A Preemptive Rights Holders on terms and subject last sentence of this paragraph) to conditions determined be paid by the General Partner proposed buyer, additional New Securities of the same class and type being offered to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities the proposed buyer in an amount equal to the quotient of product obtained by multiplying (Ai) the number of Series A New Securities being offered to the proposed buyer by (ii) a fraction, (x) the numerator of which is the number of shares of Preferred Units Stock and Conversion Common Shares held by such Series Preemptive Right Holder (calculated on a Fully-Diluted Basis) and (y) the denominator of which is the total number of shares of Preferred Stock and Conversion Common Shares then outstanding (on a Fully-Diluted Basis). If the purchase price for the New Securities to be paid by the proposed buyer is in some form other than cash, then a Preemptive Right Holder may pay for the additional New Securities it is entitled to purchase hereunder in cash (with the fair market value of any non-cash consideration to be paid by such buyer to be determined in good faith by the Board). A Preemptive Rights Right Holder on shall have fifteen (15) days from the date receipt of a Preemptive Right Notice (the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A “Preemptive Rights Holders on the date of the Notice of Issuance; provided, that Period”) to accept the offer contained in such Preemptive Right Notice, and any purchase of such Series A Parity New Securities shall not be on by a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Right Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners made within 30 days of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all receipt of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of Preemptive Right Notice by such entityPreemptive Right Holder.

Preemptive Rights. Prior (a) Subject to Section 6(b) below, if the Partnership or any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)its Subsidiaries proposes to issue any Equity Security, the Partnership shallwill (or will cause such Subsidiary to) offer to sell to each Partner holding Common Units a number of such securities (“Offered Units”) as is equal to such Partner’s pro rata share, based on the ratio of (i) the number of Common Units owned by such Partner divided by (ii) the total number of Common Units outstanding at such time; provided that for the purpose of calculating Offered Units with respect to any Management Partner, the “Partner Interests owned by such Partner” shall mean such Partner’s Vested Incentive Units held by such Partner at the time of such calculation. The Partnership shall give each Partner at least thirty (30) days prior written notice to of any proposed issuance, which notice shall disclose in reasonable detail the Series A Preemptive Rights Holders proposed terms and conditions of such issuance (the “Notice of IssuanceIssuance Notice”), if any, offer to sell such Series ; provided the issue price for any Class A Parity Securities Common Units issued as provided in this Section 6 prior to the Series first anniversary of the date of this Agreement will the same as the price per Unit at which Class A Preemptive Rights Holders Common Units are being issued pursuant to the Investor Securities Purchase Agreement on terms and subject to conditions determined by the General date of this Agreement (i.e., $1.00 per Class A Common Unit). Each Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall will be entitled to purchase a portion such securities at the same price and on the same terms (including, if more than one type of security is issued, the same proportionate mix of such Series A Parity Securities equal securities) as the securities are issued by delivery of irrevocable written notice (the “Election Notice”) to the quotient Partnership of such election within thirty (A30) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date days after receipt of the Issuance Notice (the “Preemptive Period”). If any Partner has elected to purchase any Offered Units, the sale of Issuance divided by such units shall be consummated as soon as practical (Bbut in any event within twenty (20) days, unless the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date Company abandons or withdraws its offering of the Offered Units) after the delivery of the Election Notice to the Partnership. To the extent the Partners do not elect to, or are not entitled to, purchase all of Issuance; providedthe Offered Units, that then the offer of Partnership or such Series A Parity Securities shall not be Subsidiary may issue the remaining Offered Units at a price and on a basis less terms no more favorable to the Series A transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Rights Holders than is offered Period. Notwithstanding anything in this Section 6 to any purchaser thereof who is the contrary, the Partnership shall not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived breached this Section 6 if, within 30 days following the issuance of any Equity Securities in contravention of this Section 6, the Partnership or the Subsidiary in question (as applicable) offers to sell the same type of such Equity Securities or the holder of such Equity Securities offers to sell all or the applicable portion of such additional Equity Securities in each case to each Partner so that, taking into account such previously issued securities and all rights any such additional securities, each Partner will have had the right to purchase such Series A Parity Securities or subscribe for securities in such transaction. Notwithstanding a manner consistent with the foregoing, allocation provided in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to initial sentence of this Section 5.11(b)(viii) in connection with any securities issued to the owners 6(a); provided that no merger or consolidation or sale of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale all or exchange of securities, purchase of substantially all of the assetsassets of, transfer of Equity Securities or other reorganization whereby issuance or sale of additional Equity Securities of the Partnership acquires more than 50% of or any Subsidiary may be approved or effected or any distribution under the voting power Partnership Agreement may be approved or assets occur prior to the consummation of such entitysubsequent offer.

Preemptive Rights. Prior The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”). In the event the Company proposes to undertake an issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii(in a single transaction or a series of related transactions), the Partnership shall, by written notice Company shall give to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Member written notice of its intent intention to exercise its right issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to purchase Series A Parity Securities within issue such New Securities. Each Member shall have ten (10) Business Days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed Period”) to have waived any and all rights agree in writing to purchase for cash up to such Series A Parity Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in such transaction. Notwithstanding the foregoing, in no event shall Preemptive Right Participation Notice by giving written notice to the Partnership be obligated to offer to sell Series A Parity Company and stating therein the quantity of New Securities to be purchased (not to exceed such Member’s Preemptive Right Share). If any Member fails to so respond in writing within the Series A Preemptive Rights Holders Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection 7.1 shall be consummated concurrently with the acquisition consummation of such entity the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Partnership Company may be reduced upon approval by mergerthe Board, consolidation, sale or exchange which shall require the approval of securities, purchase each Investor Director so long as the Investor Member holds a Common Percentage Interest of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityat least 30.0%).

Preemptive Rights. Prior Each Investor shall have preemptive rights with respect to any issuance future equity issuances by the JV Entities other than equity issuances (i) in connection with an employee stock option plan or other bona fide employment compensation arrangement that is approved by the Board of Series A Parity Securities permitted under Section 5.11(b)(iii)such JV Entity, (ii) as consideration in connection with a bona fide acquisition by the JV Entity or any of its Subsidiaries or (iii) pursuant to an IPO. Accordingly, prior to issuing any additional equity interests in the JV Entity to any Person, except as provided above, the Partnership shallJV Entity must give each Investor a notice (an “Issuance Notice”) of the JV Entity’s intention to make such issuance. The Issuance Notice shall describe the type of additional equity interests, and the price and terms upon which it proposes to issue such additional equity interests. Each Investor shall have fifteen (15) Business Days (the “Issuance Notice Window”) from the date of receipt of the Issuance Notice to agree to purchase up to its pro rata portion (based on each Party’s then Percentage Interest in such JV Entity) of such additional equity interests for the price and upon the terms specified in the Issuance Notice by giving written notice to the Series A Preemptive Rights Holders (JV Entity and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner additional equity interests elected to be reasonable, which offer purchased. Any issuance to an Investor pursuant to an exercise of its preemptive rights under this Section 2.4 shall be made on a Pro Rata basis such consummated within fifteen (15) Business Days following the Issuance Notice Window. In the event that each Series A Preemptive Rights Holder any Investor fails to exercise in full the preemptive rights set forth in this Section 2.4 within the Issuance Notice Window, the JV Entity shall have fifteen (15) Business Days thereafter to issue the additional interests not elected to be entitled to purchase a portion of such Series A Parity Securities equal to purchased under this Section 2.4 at the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less price and upon terms no more favorable to the Series A Preemptive Rights Holders purchasers than is offered to any purchaser thereof who is specified in the Issuance Notice. In the event that the JV Entity has not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities sold such additional equity interests within ten such subsequent fifteen (1015) Business Days Day period, the JV Entity shall not thereafter issue or sell any additional equity interests without first offering such additional equity interests in the manner provided in this Section 2.4. The obligations of the Notice JV Entities and the rights of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to Investors under this Section 5.11(b)(viii) in connection with any securities issued to the owners 2.4 shall terminate upon an IPO of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythat JV Entity.

Preemptive Rights. Prior If at any time during the Cheminor ----------------- Representation Period Schein proposes to issue (whether for cash, property or services) any Equity Securities (as defined below) to any person or entity (other than pro rata issuances of Equity Securities to all holders of Schein's issued and outstanding Schein Common, and other than the issuance of Series A Parity shares upon exercise of employee stock options granted in the ordinary course of Schein's business) Cheminor shall have the right (which it may exercise in whole or in part) to purchase, upon the same terms, a proportionate quantity of those Equity Securities permitted under Section 5.11(b)(iii), (or Equity Securities as similar as practicable to those Equity Securities) in the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such proportion that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held Schein Common then beneficially owned by all Series A Preemptive Rights Holders on Cheminor bears to the date total number of Schein Common outstanding immediately prior to such proposed issuance. Schein shall give notice to Cheminor setting forth the identity of the Notice of Issuance; providedpurchaser and the time, that the offer of such Series A Parity Securities which shall not be on fewer than 60 days, within which, and the terms upon which, Cheminor may purchase the Equity Securities, which terms shall be the same as the terms upon which the purchaser may purchase the Equity Securities. As used in this Section 4.6 the term "Equity Securities" means shares of capital stock of Schein having the right to vote or generally to participate in a basis less favorable manner similar to Common Stock, in the profits and losses of Schein, or any options, rights or securities convertible into, or exchangeable or exercisable for, such shares of capital stock. Notwithstanding anything to the Series A Preemptive Rights Holders than contrary herein, in the event a proposed issuance is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedbe made pursuant to an underwritten public offering, further that if any Series A Preemptive Rights Holder fails to provide written the notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder required in this Section 4.6 shall be deemed given not less than 30 days prior to have waived any and all rights to such issuance; the price at which Cheminor may purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders shares pursuant to this Section 5.11(b)(viii) 4.6 shall be the average of the closing price therefor for the 10-day period ending on the day preceding the date such notice is given; Cheminor's rights to purchase shares shall terminate on the date which is 15 days after the date such notice is given; and Cheminor shall have no further rights with respect to such issuance, notwithstanding any change in connection with any securities the number of shares issued or other terms thereof, including the price, occurring subsequent to the owners of another entity in connection with the acquisition of date such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitynotice was given.

Preemptive Rights. Prior (1) In case the Company proposes at any time to issue or sell any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iiiequity securities of the Company (or securities convertible or exchangeable for equity securities of the Company) issued by the Company after the date hereof (collectively, the "Company Offered Securities"), the Partnership Company shall, by written notice no later than twenty (20) days prior to the Series A consummation of such transaction (a "Preemptive Rights Holders Transaction"), give notice in writing (the “"Preemptive Rights Offer Notice") to Xxxxxxxx, the Other Stockholders and their respective Permitted Transferees of such Preemptive Rights Transaction. The Preemptive Rights Offer Notice of Issuance”)shall describe the proposed Preemptive Rights Transaction, if anyidentify the proposed purchaser or purchasers, and contain an offer (the "Preemptive Rights Offer") to sell Xxxxxxxx, the Other Stockholders and their respective Permitted Transferees, at the same price and for the same consideration to be paid by the proposed purchaser (provided, that, in the event any of such Series A Parity Securities consideration is non-cash consideration, at the election of Xxxxxxxx, the Other Stockholders or their respective Permitted Transferees to whom the Series A Preemptive Rights Holders on terms Offer is made, Xxxxxxxx, the Other Stockholders and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities their respective Permitted Transferees may pay cash equal to the quotient value of such non-cash consideration), all or any part of Xxxxxxxx', the Other Stockholders' and their respective Permitted Transferees' pro rata portion of the Company Offered Securities (A) which shall be a fraction of the Company Offered Securities determined by dividing the number of Series A Preferred Units held shares of outstanding Voting Stock owned by Xxxxxxxx, the Other Stockholders or such Series A of their Permitted Transferees, as the case may be, by the total number of outstanding shares of Voting Stock). If Xxxxxxxx, the Other Stockholders or their respective Permitted Transferees to whom a Preemptive Rights Holder Offer is made fail to accept (each a "Non-Responding Holder") in writing the Preemptive Rights Offer by the fifteenth (15th) day after the Company's delivery of the Preemptive Rights Offer Notice, such Non-Responding Holders shall have no further rights with respect to the proposed Preemptive Rights Transaction and the Company may proceed with the proposed Preemptive Rights Transaction, free of any right on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer part of such Series A Parity Securities shall not be on a basis less favorable to Non-Responding Holders, as the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedcase may be, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to under this Section 5.11(b)(viii) 6 in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityrespect thereof.

Preemptive Rights. Prior to any issuance From after the Closing Date of Series A Parity Securities permitted under Section 5.11(b)(iiithis Agreement until the Preemptive Rights Termination Date (as defined below), in the Partnership shallevent Purchaser wishes at any time to offer and sell any equity rights in Purchaser (including warrants, by debt or other rights convertible into equity of Purchaser) in connection with any financing transaction (other than in connection with a Change of Control as defined in Section 5.7(b) above) (a “Preemptive Event”), Purchaser shall deliver written notice to the Series A Seller (or those persons that have received Purchaser Stock directly from Seller as permitted by Section 5.8(a) (in either event, a “Seller Shareholder”)) (a “Preemptive Rights Holders (the “Notice of IssuanceNotice”), if any, offer to sell such Series A Parity Securities which Preemptive Notice shall be delivered on or before ten (10) business days prior to the Series A anticipated closing of the Preemptive Rights Holders on Event, and shall set forth the terms and subject to conditions determined by the General Partner to be reasonableof such proposed financing; provided, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder however, no Seller Shareholder shall be entitled to purchase receive a portion of Preemptive Notice unless such Series A Parity Securities Seller Shareholder beneficially owns Purchaser Stock equal to at least 4.0% of the quotient issued and outstanding shares of (A) the number common stock of Series A Preferred Units held by such Series A Preemptive Rights Holder Purchaser on the date of the Preemptive Event. A Seller Shareholder entitled to a Preemptive Notice of Issuance divided by (B) shall have the aggregate right to subscribe for and purchase a number of Series A Preferred Units held such shares of common stock determined by all Series A Preemptive Rights Holders on multiplying the total number of shares offered in the financing by a fraction, the numerator of which shall be the number of shares of Purchaser Stock, as adjusted by any stock splits, recapitalization, or other similar adjustments, and the denominator of which shall be the total number of shares of common stock of Purchaser issued and outstanding as of the date of such Preemptive Notice (the Notice of Issuance; provided, that “Purchaser Allocation”). Such right shall be exercised by the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Seller Shareholder by giving written notice of its intent acceptance to exercise its right to purchase Series A Parity Securities the Purchaser within ten the later of (10i) Business Days five (5) business days after the receipt of the Preemptive Notice from the Purchaser (ii) or five (5) business days prior the expected closing date of Issuancethe Preemptive Event. In the event the Seller Shareholder exercises such right it shall subscribe, purchase and pay for such Series A Purchaser Allocation of common stock on the terms and conditions set forth in the Preemptive Notice, on the purchase date set forth in the Preemptive Notice. For purposes of this Section 5.7, the Preemptive Rights Holder Termination Date shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in date that no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50Seller Shareholder owns at least 4% of the voting power of the issued and outstanding shares of common stock of Purchaser or assets of such entityfour (4) years, whichever comes first.

Preemptive Rights. Prior (a) In case the Company proposes to issue or sell any issuance Common Stock or any rights, warrants, options, convertible securities or indebtedness, exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, any equity security of Series A Parity Securities permitted under Section 5.11(b)(iiithe Company, whether at the time of issuance, upon the passage of time, or upon the occurrence of some future event (the "Proposed Securities"), the Partnership Company shall, by written notice no later than thirty (30) calendar days prior to the Series A Preemptive Rights consummation of such transaction, notify the Securities Holders in writing of such transaction (the “Notice "First Company Notice"). In addition, the Company shall, no later than twenty (20) days prior to the proposed sale or issuance, identify the proposed purchaser, and offer to sell to each Securities Holder, at the same price and for the same consideration to be paid by the proposed purchaser (including in the case of Issuance”)a Company Public Sale Event, an estimate by the underwriter, if any, offer to sell such Series A Parity Securities to of the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner range of prices likely to be reasonablepaid in such public offering), a fraction of the Proposed Securities, the numerator of which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to is the quotient of (A) the total number of Series A Preferred Units held shares of Registerable Common owned by such Series A Preemptive Rights Holder on Securities Holder, and the date denominator of which is the total number of outstanding shares of equity securities of the Notice Company, assuming the exercise of Issuance divided by (B) any outstanding PIK Notes and any other securities convertible into Common Stock. In the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, event that the offer of such Series A Parity any Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to fully exercise its right to purchase Series A Parity Securities preemptive rights hereunder within ten fifteen (1015) Business Days days of the First Company Notice of Issuance(the "Initial Preemption Period"), such Series A Preemptive Rights each other Securities Holder shall be deemed to have waived a right of over-allotment whereby such other Securities Holder may purchase any and all rights to purchase such Series A Parity non-purchasing Securities in such transaction. Notwithstanding Holder's portion of the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Proposed Securities on a pro rata basis prior to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all expiration of the assetsfive (5) day period immediately following the Initial Preemption Period (the "Second Preemption Period"). Following the expiration of the Second Preemption Period, the Company may proceed with such proposed issue, sale, or other reorganization whereby the Partnership acquires more than 50% grant of the voting power or assets of such entityany remaining Proposed Securities.

Preemptive Rights. Prior (a) If the Company proposes to issue any issuance shares of Series A Parity Company Common Stock (including issuances of shares of Company Common Stock pursuant to exchangeable or convertible securities of the Company or other securities exercisable for shares of Company Common Stock (upon exercise or in accordance with the terms thereof)) or any other Company Securities permitted under Section 5.11(b)(iiicarrying voting rights that are entitled to vote together with Company Common Stock (collectively, “New Securities”), the Partnership shallTrustee shall have the right to purchase, by written notice and J&A Alliance Trust shall have the right to acquire, up to such number of shares of Company Common Stock that would allow J&A Alliance Trust to maintain Beneficial Ownership of the issued and outstanding shares of Company Common Stock, after giving effect to the Series A issuance of the applicable New Securities, that is no less than J&A Alliance Trust’s Pre-Issuance Ownership Percentage (such shares, the “Preemptive Rights Holders Shares”); provided, however, that (subject to Section 2.5(g), below) the Trustee shall not have this purchase right, and J&A Alliance Trust shall not have this acquisition right, to the extent that an issuance of the Preemptive Rights Shares to J&A Alliance Trust would require approval of the shareholders of the Company pursuant to Rule 312 of the New York Stock Exchange Listed Company Manual or any successor rule thereof (the “Notice of IssuanceNYSE Rule”), if anyunless such shareholder approval is obtained. Notwithstanding the foregoing, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by extent the General Partner to be reasonableCompany issues securities, which offer other than Company Common Stock, that are exchangeable for, or convertible into, or otherwise exercisable for, shares of Company Common Stock, the Trustee shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall only be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Shares pursuant to this Section 5.11(b)(viii) in connection with any securities issued to 2.5 concurrently with, or as promptly as practicable following, the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all issuance of the assets, or other reorganization whereby the Partnership acquires more than 50% shares of the voting power or assets of Company Common Stock underlying such entitysecurities.

Preemptive Rights. Prior If the Company authorizes the issuance or sale of any Interests (except for issuances on or prior to any issuance the date of Series A Parity Securities permitted under Section 5.11(b)(iiithe Original Operating Agreement and except for issuances on or before November 3, 2009 if LAKES OHIO DEVELOPMENT LLC is offered at least 10% of the total Interests issued), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Company shall first offer in writing (the “Notice of IssuancePreemptive Rights Notice”), if any, offer ) to sell to LAKES OHIO DEVELOPMENT LLC or the successor to its Interests 10% of such Series A Parity Securities Interests. LAKES OHIO DEVELOPMENT LLC or the successor to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder its Interests shall be entitled to purchase a portion up to 10% of such Series A Parity Securities equal Interests being issued or sold by notifying the Company in writing within three business days after the delivery of the Preemptive Rights Notice. The closing of such purchase shall take place on the first closing date of the same Interests offered to others. LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be entitled to purchase such Interests at the most favorable price and on the most favorable terms that such Interests are to be offered in such transaction: provided that notwithstanding the foregoing, in the event that the Company is issuing more than one type or class of Interests in connection with such issuance, LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be required to acquire all such types and classes of Interests in the same form as they are being offered to others. Such Interests specified in the Preemptive Rights Notice that are not purchased by LAKES OHIO DEVELOPMENT LLC or the successor to its Interests pursuant to the quotient terms of this Section 2.7 may be issued and sold by the Company (A) on terms no less favorable to the number of Series A Preferred Units held by Company than the terms offered in such Series A Preemptive Rights Holder on Notice) within 90 days of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of Notice. Any Units not issued within such Series A Parity Securities shall not 90-day period will be on a basis less favorable subject to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice provisions of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity2.7 upon subsequent issuance.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder Xxxxxxx shall be entitled to participate in all future issuances by PLC of PLC Common Shares (or rights to acquire PLC Common Shares or securities convertible into, or exchangeable for, or carrying the right to purchase a portion PLC Common Shares) to the extent necessary for Xxxxxxx to maintain its proportionate fully diluted equity interest in PLC as that interest exists at the time of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to issuance. PLC will provide Xxxxxxx with at least 20 days advance written notice of its intent to exercise its right to purchase Series A Parity Securities within ten any such proposed issuance (10) Business Days a "Proposed Issuance"), which notice shall contain all relevant information pertaining thereto (including, without limitation, if then known, the identity of the Notice proposed beneficial and record owners of Issuancethe PLC Common Shares to be issued and sold by PLC and the issue price per security, such Series A Preemptive Rights Holder shall be deemed to have waived any or proposed range of issue prices per security) and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to an offer to sell Series A Parity Securities Xxxxxxx to participate in the Proposed Issuance (at a price per security and upon terms and conditions no less favorable than those provided to other offerees or purchasers of PLC Common Shares in the Proposed Issuance) to the Series A Preemptive Rights Holders extent necessary for Xxxxxxx to maintain its proportionate fully diluted equity interest in PLC. At Xxxxxxx' sole option, it may participate in the Proposed Issuance by purchasing the full number of PLC Common Shares necessary to maintain its proportionate equity interest or any lesser number thereof. In the event the terms of the Proposed Issuance change, PLC will provide Xxxxxxx with a new 20-day advance notice period prior to consummating the transaction contemplated by the Proposed Issuance. These preemptive rights shall not apply to the following sales or issuances: (a) pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by mergerexercise, consolidation, sale conversion or exchange of securities, purchase of substantially all exercisable, convertible or exchangeable into PLC Common Shares that are outstanding as of the assetsdate hereof; (b) the issuance of PLC Common Shares as a stock dividend to holders of PLC Common Shares or upon any subdivision or combination of PLC Common Shares; (c) the issuance of PLC Common Shares in a Public Offering; (d) pursuant to an employee stock option plan, stock purchase plan or similar benefit program, or other reorganization whereby the Partnership acquires more than 50% of the voting power sales or assets of such entity.issuances to directors, employees or consultants which sales or issuances do not exceed, in any five-year period, 20%,

Preemptive Rights. Prior The Company shall not issue or sell any new securities other than Pre-emption Exempt Securities (as defined below) without first complying with this Section 2. If the Company authorizes the issuance and sale of any equity securities other than Pre-emption Exempt Securities, or securities containing options or rights to acquire any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iiisuch equity securities (the “Offered Shares”), the Partnership shall, by written notice Company must first offer to sell to the Series A Preemptive Rights Holders holders of Preferred Shares (the “Notice of IssuanceRights Preferred Holders” and each, without distinction a “Rights Preferred Holder”), if any, offer to sell that portion of the Offered Shares (the number of such Series A Parity Securities Shares the “Preemptive Allotment” for each Rights Preferred Holder) equal to the Series A Preemptive Rights Holders on terms and subject to conditions quotient determined by dividing (A) the General Partner to be reasonablenumber of Fully-Diluted Shares held by such Rights Preferred Holder, which offer shall be made on a Pro Rata basis such that each Series A Preemptive by (B) the total number of Fully-Diluted Shares as of the date of the offering of the Offered Shares. Each Rights Preferred Holder shall be entitled to purchase such Rights Preferred Holder’s Preemptive Allotment at the most favorable price and on the most favorable terms as the Offered Shares are to be offered to any other Persons. The Company shall deliver to each Rights Preferred Holder a notice describing in reasonable detail the Offered Shares and rights and obligations appurtenant thereto, the per share purchase price thereof, the payment terms and such Stockholder’s Preemptive Allotment (each a “Notice of Preemptive Allotment”). In order to exercise its purchase rights under this Section 2, a Rights Preferred Holder must within fifteen (15) days after delivery of such notice from the Company respond with a notice to the Company setting forth (i) the Rights Preferred Holder’s election to purchase all or a portion of such Series A Parity Securities equal Rights Preferred Holder’s Preemptive Allotment, and (ii) a commitment, binding on such Rights Preferred Holder, to execute such subscription and other documents as the Company shall require of the other purchasers of Offered Shares and promptly deliver payment therefor. Any Rights Preferred Holder failing to timely deliver such notice to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder Company shall be deemed to have irrevocably declined to exercise and waived such Stockholder’s rights under this Section 2. Upon the expiration of such fifteen (15) day period, the Company shall be entitled for a period of two-hundred seventy (270) days after such expiration to sell any of the Offered Shares otherwise reserved for Rights Preferred Holders failing to timely exercise their rights under this Section 2 on terms and all conditions no more favorable to the purchasers thereof than those offered to the Rights Preferred Holders. The rights of the Rights Preferred Holders under this Section 2 will terminate upon the effectiveness of a registration statement filed by the Company with the SEC under the Securities Act with respect to purchase such Series A Parity Securities a Qualified Public Offering; provided that if the registration statement is withdrawn or abandoned before any Shares are sold thereunder, the provisions of this Section 2 will remain in such transactioneffect. Notwithstanding the foregoing, in no event the Company shall the Partnership not be obligated required to offer or sell Offered Shares to sell Series A Parity Securities any Rights Preferred Holder who (i) would cause the Company to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) be in connection with any violation of applicable federal securities issued to the owners of another entity in connection with the acquisition laws by virtue of such entity by offer or sale and (ii) is not an accredited investor within the Partnership by merger, consolidation, sale or exchange meaning of securities, purchase of substantially all of Regulation D under the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitySecurities Act.

Preemptive Rights. Prior (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange any Units or other Equity Securities of the Company to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person (collectively, the Partnership shall“Preemptive Securities”) unless, in each case, the Company shall have first offered to sell to each holder of Interests (each a “Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, at a price and on such other terms as shall have been specified by written notice the Company in writing delivered to the Series A each such Preemptive Rights Holders Holder (the “Notice of IssuancePreemptive Offer”), if any, offer to sell such Series A Parity Securities to which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least thirty (30) calendar days from the Series A Preemptive Rights Holders on terms and subject to conditions determined date it is delivered by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Company (the “Preemptive Rights Offer Period”). Each Preemptive Holder shall be entitled may elect to purchase a all or any portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date Holder’s Preemptive Share of the Notice of Issuance divided Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide delivering written notice of its intent such election to exercise its right the Company as soon as practical but in any event within the Preemptive Offer Period; provided that if the Company is issuing Equity Securities together as a unit with any debt securities or other Equity Securities, then any Preemptive Holder who elects to purchase Series A Parity the Preemptive Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to 9.9 must purchase the owners same proportionate mix of another entity in connection with the acquisition all of such entity by securities; provided further that if the Partnership by mergerCompany is issuing securities that would entitle the holder thereof to vote, consolidation, sale or exchange of then a Preemptive Holder may elect not to have any voting rights with respect to such securities, purchase of substantially all of the assetsand if such election is made, or other reorganization whereby the Partnership acquires more than 50% of the such Preemptive Holder shall not have any voting power or assets of rights with respect to such entitysecurities.

Preemptive Rights. Prior 19.1 In the event that the Company determines to any issuance issue shares of Series A Parity Common Stock or other securities or instruments convertible into shares of Common Stock (“Equity Securities”), other than Excluded Securities permitted under Section 5.11(b)(iii(as defined below) (such Equity Securities excluding Excluded Securities, the “Proposed Securities”), the Partnership shall, by Company shall provide written notice (a “Preemptive Rights Notice”) thereof to the Series A Investors so long as the Investors (together with its controlled affiliates) beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants) owned by the Investors or any controlled affiliate thereof are immediately exercisable) shares of Common Stock that satisfies the Ownership Threshold. The Preemptive Rights Holders Notice must be delivered to the Investors at least five (5) business days prior to the “Notice date of Issuance”)such issuance and shall set forth a summary of the material terms of such Proposed Securities, if any, offer to sell such Series A Parity including the amount of Proposed Securities to be issued, the Series A purchase price therefor and the date of issuance of such Proposed Securities. Each Investor shall have the right (a “Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled Right”) to purchase a portion (the “Pro Rata Portion”) of such Series A Parity the Proposed Securities equal to the quotient of (A) up to the number of Series A Preferred Units held Proposed Securities proposed to be issued multiplied by a fraction, the numerator of which the number of shares of Common Stock owned by such Series A Investor at the time of the Preemptive Rights Holder on Notice (assuming, for these purposes, the conversion or exercise of any securities of the Company that are convertible into or exercisable for shares of Common Stock, including the Warrants), and the denominator of which is the number of shares of Common Stock that are issued and outstanding as of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, Notice. Each Investor that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent desires to exercise its right to purchase Series A Parity Securities Preemptive Rights hereunder must exercise such Preemptive Right within ten five (105) Business Days business days after receipt of the Notice of Issuance, such Series A Preemptive Rights Holder Notice from the Company, and any failure to exercise such Preemptive Right within such time period shall be deemed a waiver of the Preemptive Right in respect of the Proposed Securities referred to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A related Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityNotice.

Preemptive Rights. Prior (a) Subject to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii3.2(b), in connection with any proposed issuance or sale by the Partnership shallCompany of any shares of Common Stock, by written notice to or any securities exercisable for or convertible into shares of Common Stock, the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall offer to sell to Investor a pro rata portion of such Series A Parity Securities securities equal to the Series A Preemptive Rights Holders on terms and subject to conditions percentage determined by dividing (x) the General Partner to be reasonable, which offer shall be made sum of (i) the number of shares of Common Stock then held by Investor plus (ii) the number of shares of Common Stock then issuable upon exercise (on a Pro Rata basis such that each Series A Preemptive Rights Holder cash basis) of the Closing Warrant by (y) the number of shares of Common Stock then outstanding on a fully diluted basis. Investor shall be entitled to purchase a portion all or part of such Series A Parity Securities equal to securities at the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder same price and on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of same terms as such Series A Parity Securities shall not securities are to be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to other Persons. The Company shall provide written notice to Investor at least ten (10) Business Days prior to the consummation of its intent any sale of securities to which the rights granted under this Section 3.2 apply (a “Sale Notice”), which Sale Notice shall describe in reasonable detail the securities being offered (including, without limitation, the amount of such securities being offered), the purchase price payable therefor, the payment terms thereof, Investor’s pro rata portion thereof, and any other materials with respect to such securities and the offering thereof. Investor shall be entitled to exercise its right to preemptive rights and purchase Series A Parity Securities securities under and in accordance with this Section 3.2 at any time within ten (10) Business Days after its receipt of the Sale Notice from the Company by delivering written notice thereof to the Company. Upon the expiration of Issuancesuch ten (10) Business Day period, such Series A Preemptive Rights Holder the Company shall be deemed free to have waived any and all rights sell such securities which Investor has not elected to purchase during the ninety (90) day period following such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in expiration on terms and conditions no event shall the Partnership be obligated to offer to sell Series A Parity Securities more favorable to the Series A Preemptive Rights Holders purchasers thereof than those offered to Investor pursuant to the Sale Notice. Any securities offered or sold by the Company after such ninety (90) day period must be reoffered to Investor pursuant to the terms of this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity3.2.

Preemptive Rights. Prior (a) In the event that the Company proposes to issue (a "Proposed Issuance") any Common Stock to Coyote, other than pursuant to the exceptions specified in paragraph (b) below, the Company shall deliver a notice, with respect to such Proposed Issuance (the "Preemptive Notice"), to each Assignee Purchaser setting forth the period of time within which the Preemptive Right must be exercised (the "Acceptance Period") and the price, terms and conditions of the Proposed Issuance. Each Assignee Purchaser shall have the right (the "Preemptive Right"), exercisable as hereinafter provided, to participate in such issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Common Stock (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made "Offered Securities") on a Pro Rata pro rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to in --- ---- accordance with the quotient of (A) the respective aggregate number of Series A Preferred Units shares of Common Stock held by such Series A Preemptive Rights Holder Assignee Purchaser on the date of such notice from the Notice Company by purchasing an amount of such Common Stock to be sold to Coyote pursuant to the Proposed Issuance divided multiplied by (B) a fraction, the numerator of which shall be the aggregate number of Series A Preferred Units held shares of Common Stock owned by all Series A Preemptive Rights Holders such Assignee Purchaser on the date of such notice and the Notice denominator of which shall be the total number of shares of Common Stock outstanding on such date, such purchase to be at the same price and on the same terms and conditions as the Proposed Issuance; provided, that the offer . The number of such Series A Parity Securities shall not shares of Common Stock to be on a basis less favorable sold to Coyote pursuant to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Proposed Issuance shall be calculated after first taking into account the effect of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed preemptive rights granted by the Company to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders certain management shareholders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to that certain Management Shareholders' Agreement, dated as of May 28, 1999, by and among Coyote I, Coyote II, the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany and certain management shareholders named therein.

Preemptive Rights. (a) Prior to an IPO, if any Partnership (referred to herein as the “Issuing Partnership”) proposes to issue new Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) to any Limited Partner or any other Person (an “Interest Buyer”) and the proceeds thereof are being used to acquire additional shares or other equity interests in SW Holdco, each Section 5 Limited Partner shall, subject to Sections 5(b) and 5(c) below, have a preemptive right to acquire up to its pro rata share (in accordance with its Sharing Percentage and calculated on an as-converted basis for Interests that would be issuable upon the conversion of outstanding Warrants) of Interests in the Partnership in which such Section 5 Limited Partner is a Limited Partner on the same terms and conditions as offered to the Interest Buyer (with the proceeds of any such Interests being used to acquire a pro rata share of the equity interests of SW Holdco). At least thirty (30) days prior to any issuance of Series A Parity Securities permitted under new Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) by any of the Partnerships to which the preemptive right in this Section 5.11(b)(iii)5 applies, the Issuing Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell shall notify each such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Section 5 Limited Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) proposed issuance and the aggregate number of Series A Preferred Units held by all Series A Interests or other securities which it proposes to issue to the Interest Buyer (the “Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent Notice”). In order to exercise its right to purchase Series A Parity Securities preemptive right, such Section 5 Limited Partner must notify the Partnership in writing (within ten (10) Business Days days following its receipt of the Notice of Issuance, such Series A Preemptive Rights Holder Notice) of its exercise of such preemptive right. Such notice shall state the number of Interests which it elects to purchase (which number cannot exceed the number of Interests it is entitled to purchase under this Section 5). Each Section 5 Limited Partner who does not so notify the Issuing Partnership in the time period above shall be deemed to have waived all of such Limited Partner’s rights with respect to such issuance. In the event that any and all rights Section 5 Limited Partner does not elect to purchase its full pro rata share of the Interests or other additional equity securities (including Warrants or options to acquire such Series A Parity Securities in securities or securities exchangeable for or convertible into such transaction. Notwithstanding securities), the foregoingIssuing Partnership shall deliver to each Section 5 Limited Partner (other than declining Section 5 Limited Partners) a written notice thereof not later than the twentieth day after delivery of the Preemptive Rights Notice, in no event shall including the Partnership be obligated to offer to sell Series A Parity Securities number of Interests or other securities which were subject to the Series A Preemptive Rights Holders purchase right of such declining Section 5 Limited Partner (s), and each other Section 5 Limited Partner may subscribe for not more than its pro rata share (in accordance with the percentage ownership of the Interests held by such Section 5 Limited Partner and calculated on an as-converted basis for Interests that would be issuable upon the conversion of outstanding Warrants) of such declined Interests or other securities by delivering a second notice to the Issuing Partnership at least five (5) days prior to the issuance. The purchase price for any Interests or other securities subscribed for by an Section 5 Limited Partner pursuant to this Section 5.11(b)(viii) in connection with any securities issued 5 shall be payable on the same terms and conditions as offered to the owners of another entity in connection Interest Buyer, with such other consideration (if other than cash, to be valued at fair market value mutually agreed to between the acquisition of such entity by parties) as the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityparties shall mutually agree.

Preemptive Rights. Prior In the event that the Company proposes to ----------------- issue any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Common Stock or any other equity securities, the Partnership shall, by Company shall give not less than 30 days' prior written notice to the Series A Preemptive Rights Holders Investors setting forth the terms and conditions of such proposed issuance (the “"Issuance Notice"). The --------------- Investors shall have the preemptive right to purchase up to 80% of the securities so offered on the terms and conditions set forth in the Issuance Notice of Issuance”), if any, offer to sell such Series A Parity Securities by giving written notice to the Series A Company within fifteen days after receipt of the Issuance Notice (the "Preemptive Rights Holders on terms and subject Election Period"). Each electing -------------------------- Investor shall have the right to conditions purchase all or any portion of its pro rata share of the offered securities (determined by dividing such Investor's percentage interest in the General Partner to be reasonable, which offer shall be made Common Stock on a Pro Rata fully-diluted basis by the aggregate percentage interest of all electing Investors and multiplying such quotient by 80% of the offered securities); provided, however, that each Series A Preemptive Rights Holder if any Investor declines to exercise its preemptive right in full, the remaining electing Investors shall be entitled to purchase a such Investor's unpurchased portion of such Series A Parity Securities equal to the quotient of (A) offered securities on a pro rata basis. The Company may issue and sell all offered securities not purchased by the number of Series A Preferred Units held by such Series A Preemptive Rights Holder Investors on the date terms and conditions set forth in the issuance Notice within 90 days after the expiration of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceElection Period; provided, however, that the offer of any offered securities not sold within such Series A Parity Securities shall not 90 day period or any offered securities that are proposed to be sold on a basis terms and conditions less favorable to the Series A Preemptive Rights Holders Company than is offered those set forth in the Issuance Notice shall again be subject to the procedure set forth in this Section 4.10 prior to issuance. The provisions of this Section 4.10 shall not apply to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice Permitted Issuance (as defined in Section 6 of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Article Four of the Notice Company's Certificate of IssuanceIncorporation, such Series A Preemptive Rights Holder as amended) or any issuance of equity securities for non-cash consideration to non-Affiliates of the Company. For purposes of this Section 4.10, an Investor and its Affiliates shall be deemed to have waived any be one person, and all an Investor may assign its rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued 4.10 to the owners of another entity in connection with the acquisition one or more of such entity by the Partnership by mergerAffiliates, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitysubject only to compliance with applicable securities laws.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)an Initial Public Offering, the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder Holdings shall be entitled to purchase a portion participate in all future sales or issuances by KMOC of KMOC Common Stock (or rights to acquire KMOC Common Stock or securities convertible into, or exchangeable for, KMOC Common Stock) to the extent necessary to maintain its proportionate fully diluted equity interest in KMOC as that interest exists at the time of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to issuance. KMOC will provide Holdings with at least 30 days advance written notice of its intent to exercise its right to purchase Series A Parity Securities within ten any such proposed sale or issuance (10) Business Days a "Proposed Issuance"), which notice shall contain all relevant information pertaining thereto (including without limitation the identity of the Notice proposed beneficial and record owners of Issuance, such Series A Preemptive Rights Holder shall the KMOC Common Stock to be deemed to have waived any issued or sold and all rights to the purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to price per share) and an offer to sell Series A Parity Securities Holdings to participate in the Proposed Issuance (at a price per share and upon terms and conditions no less favorable than those provided to other offerees or purchasers of KMOC Common Stock in the Proposed Issuance) to the Series A Preemptive Rights Holders extent necessary for Holdings to maintain its proportionate fully diluted equity interest in KMOC. At Holdings' sole option, Holdings may participate in the Proposed Issuance by purchasing the full number of KMOC Common Stock necessary to maintain its proportionate equity interest or any lesser number thereof. In the event the terms of the Proposed Issuance change, KMOC will provide Holdings with a new 20-day advance notice period prior to consummating the transaction contemplated by the Proposed Issuance. All of Holdings's rights under this Section 3.1 shall cease at such time as Holdings's Beneficial Ownership percentage of KMOC Voting Securities is less than five percent. These preemptive rights shall not apply to the following sales or issuances: (i) pursuant to this Section 5.11(b)(viiian employee stock option plan, stock purchase plan or similar benefit program, agreement or sale or issuance to directors, employees or consultants which sales or issuances do not exceed 15%, on a fully diluted basis, of the then outstanding capitalization of KMOC; (ii) as consideration for the acquisition by KMOC or any of its affiliates of all or a part of another business or the merger of any business entity with or into KMOC or any of its affiliates: (iii) in connection with any securities issued the exercise of the conversion rights granted pursuant to Section 2.6 of the Acquisition Agreement, dated as of December 16, 1996, between Chelsea Corporation, X.X. Xxxxx International Corporation and Ural Petroleum Corporation: (iv) the issuance of shares of KMOC Common Stock pursuant to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all exercise of the assets, Warrants; (v) the issuance of additional Warrants pursuant to (y) the warrant adjustment mechanism contained in the Note and Warrant Purchase Agreements or other reorganization whereby (z) the Partnership acquires more than 50% warrant adjustment mechanism contained in the certificates underlying the Warrants; or (vi) the issuance of shares of KMOC Common Stock for the voting power or assets purpose of such entitypaying interest on the Notes.

Preemptive Rights. Prior In the event that (i) Lone Star no longer has the right to any issuance designate two (2) members of Series A Parity Securities permitted under the Board of Managers or (ii) Welspun no longer has the right to designate three (3) members of the Board of Managers, pursuant to Section 5.11(b)(iii6.3(a), then Lone Star or Welspun, as applicable, shall have preemptive rights and the Partnership shallfollowing Section 8.11 shall automatically become applicable. If following such time, by written notice the Company or any of its subsidiaries desires to issue any equity securities of any class including any Interests (the Series A Preemptive Rights Holders “Proposed Issuance”), it shall first give not less than twenty-five (25) days Notice (the “Notice of Proposed Issuance”), if any, offer to sell such Series A Parity Securities ) to the Series A Preemptive Rights Holders on applicable Member that no longer has a right to designate members to the Board of Managers (the “Disenfranchised Member”) which shall state the amount, type and other terms and subject to conditions determined by of the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder Proposed Issuance. The Disenfranchised Member shall be entitled to purchase a portion its pro rata share of the Proposed Issuance, on the same terms and conditions as those applicable to other purchasers, such that the Disenfranchised Member shall have the same Percentage Interest before and after the consummation of such Series A Parity Securities equal to the quotient proposed issuance. Within fifteen (15) days of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of receiving the Notice of Issuance divided by (B) Proposed Issuance, the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on Disenfranchised Member shall provide Notice to the date Company whether it elects to purchase its share of the Notice of Proposed Issuance; provided, that which may be either its full pro rata share or any portion thereof. If the offer of such Series A Parity Securities shall Disenfranchised Member has not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise exercised its right to purchase Series A Parity Securities within ten any of its pro rata share of the Proposed Issuance fifteen (1015) Business Days of days after receiving the Notice of Proposed Issuance, such Series A Preemptive Rights Holder the Disenfranchised Member shall be deemed to have waived any its rights under this Section 8.11 with respect to, and only with respect to, the purchase of the Proposed Issuance specified in the Notice of Proposed Issuance that the Disenfranchised Member did not provide Notice of its election to purchase. For purposes of this paragraph, the Disenfranchised Member’s “pro rata share” shall be determined by calculating the proportion of equity interest the Disenfranchised Member holds as compared to all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoingthen outstanding equity interests (and, in no event the case of a subsidiary of the Company, the pro rata share shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to determined as if the owners of another entity the Company owned the Company’s interest in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitysubsidiary).

Preemptive Rights. Prior (a) Except as provided in Section 2.06(e) or Section 2.06(f), if the Company wishes to issue any Equity Securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson or Persons (all such Equity Securities, collectively, the “New Securities”), then the Partnership shallCompany shall promptly deliver a written notice of intention to sell (the “Company’s Notice of Intention to Sell”) to each holder of Preemptive Shares setting forth a description of the New Securities to be sold, the proposed purchase price, the aggregate number of New Securities to be sold and the terms and conditions of sale. Upon receipt of the Company’s Notice of Intention to Sell, each holder of Preemptive Shares shall have the right, during the Acceptance Period, to elect to purchase, at the price and on the terms and conditions stated in the Company’s Notice of Intention to Sell, up to the number of New Securities equal to the product of (i) such holder’s Preemptive Proportion, multiplied by (ii) the aggregate number of New Securities to be issued; provided, that if the New Securities consist of more than one class, series or type of Equity Securities, then any holder of Preemptive Shares who elects to purchase such New Securities pursuant to this Section 2.06 must purchase the same proportionate mix of all of such securities; provided, further, that if the New Securities are issued in connection with any debt financing undertaken by the Company or any of its Subsidiaries and to which preemptive rights otherwise apply pursuant to this Section 2.06, then any Class A-1 Member or Class D Member who elects to purchase such New Securities pursuant to this Section 2.06 must, to be eligible to receive such New Securities, participate in the underlying debt instrument for such financing (A) with and on the same terms as the other lenders thereunder and (B) in the same percentage as their Preemptive Proportion of New Securities that such Member wishes to purchase pursuant to this Section 2.06. If one or more holders of Preemptive Shares do not elect to purchase their entire share of the New Securities (such aggregate portion of New Securities that has not been so elected, the “Excess New Securities”), then the Company will offer, by written notice (the “Supplemental Notice of Intention to Sell”), to each holder of Preemptive Shares who has elected to purchase his, her or its entire proportion of the New Securities pursuant to this Section 2.06 the right to elect to purchase, at the price and on the terms and conditions stated in the Company’s Notice of Intention to Sell, their Preemptive Proportion (calculated as if the Total Conversion Shares excludes all Shares of each holder of Preemptive Shares that did not elect to purchase their entire share of the New Securities) of the Excess New Securities such that all of the Excess New Securities may be purchased by such holders, if so elected. All elections under this Section 2.06(a) must be made by written notice to the Series A Company within fifteen (15) days (or such later date determined by the Board of Directors) after receipt by such holder of Preemptive Rights Holders Shares of (as applicable) the Company’s Notice of Intention to Sell or the Supplemental Notice of Intention to Sell (the “Notice of IssuanceAcceptance Period”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

Preemptive Rights. Prior to The Preferred Stock will not have any issuance preemptive rights. Anti-Takeover Effects of Series A Parity Securities permitted under Section 5.11(b)(iii)Certain Provisions of the Certificate of Incorporation, the Partnership shallBylaws, by written notice to the Series A Preemptive Rights Holders and Delaware Law Certain provisions of our amended and restated certificate of incorporation and our Third Amended and Restated Bylaws (the “Notice Bylaws”) may be considered to have an anti-takeover effect and may delay or prevent a tender offer or other corporate transaction that a stockholder might consider to be in its best interest, including those transactions that might result in payment of Issuance”)a premium over the market price for our shares. These provisions are designed to discourage certain types of transactions that may involve an actual or threatened change of control of the Company without prior approval of the Company’s board of directors. These provisions are meant to encourage persons interested in acquiring control of the Company to first consult with the Company’s board of directors to negotiate terms of a potential business combination or offer. For example, if anyour amended and restated certificate of incorporation and Bylaws: • provide for a classified board of directors, offer pursuant to sell such Series A Parity Securities which the Company’s board of directors is divided into three classes whose members serve three-year staggered terms; • provide that the size of the Company’s board of directors will be set by members of the board of directors, and any vacancy on the board of directors, including a vacancy resulting from an enlargement of the board of directors, may be filled only by vote of a majority of the directors then in office; • do not permit stockholders to take action by written consent; • provide that, except as otherwise required by law, special meetings of stockholders can only be called by the Company’s board of directors; • establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to the Series A Preemptive Rights Holders Company’s board of directors; • limit consideration by stockholders at annual meetings to only those proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the Company’s board of directors or by a stockholder of record on terms the record date for the meeting who is entitled to vote at the meeting and subject who has delivered timely written notice in proper form to conditions determined our secretary of the stockholder’s intention to bring such business before the meeting; • authorize the issuance of “blank check” preferred stock that could be issued by the General Partner Company’s board of directors to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) increase the number of Series A Preferred Units held outstanding shares or establish a stockholders rights plan making a takeover more difficult and expensive; and • do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates. The amended and restated certificate of incorporation expressly states that the Company has elected not to be governed by such Series A Preemptive Rights Holder on the date Section 203 of the Notice Delaware General Corporate Law, which prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of Issuance divided by (B) three years after the aggregate number time the stockholder became an interested stockholder, subject to certain exceptions, including if, prior to such time, the board of Series A Preferred Units held by all Series A Preemptive Rights Holders on such corporation approved the date business combination or the transaction which resulted in the stockholder becoming an interested stockholder. “Business combinations” include mergers, asset sales and other transactions resulting in a financial benefit to the “interested stockholder.” Subject to various exceptions, an “interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years did own, 15% or more of the Notice corporation’s outstanding voting stock. These restrictions generally prohibit or delay the accomplishment of Issuance; providedmergers or other takeover or change-in-control attempts that are not approved by a company’s board. Although the Company has elected to opt out of the statute’s provisions, that the offer Company could elect to be subject to Section 203 in the future. Common Stock Rights For a description of such Series the rights of holders of Class A Parity common stock to be delivered upon conversion of the Preferred Stock, see “Description of Capital Stock” included in the “Description of the registrant’s securities registered pursuant to Section 12 of the Securities shall not be on a basis less favorable Exchange Act of 1934” filed as Exhibit 4.5 to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity2021.

Preemptive Rights. Prior (i)If at any time the Board approves the issuance or sale of any Securities (other than Exempt Securities) to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (a “Purchaser”), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Company shall first offer in writing (the “Notice Preemptive Rights Notice”) to sell to each of Issuancethe other Members (collectively, the “Preemptive Rights Holders”) a portion of such Securities equal to the quotient obtained by dividing (x) the aggregate number of Common Units held by such Preemptive Rights Holder, by (y) the total number of Common Units then outstanding and held by all of the Members (the “Preemptive Rights Pro Rata Portion”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A . Each Preemptive Rights Holder shall be entitled to purchase or receive such Securities at the most favorable price that such Securities are to be offered to any Purchaser, and the Company may not offer any such Securities to any Purchaser at a portion of price or on terms more favorable than those on which such Series A Parity Securities equal were offered to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of unless such Series A Parity Securities shall not be on a basis less favorable are first offered to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holderat such more favorable price and terms; provided, further provided that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding notwithstanding the foregoing, in no the event that the Company is issuing more than one type or class of Securities in connection with such issuance, each Preemptive Rights Holder, if such Preemptive Rights Holder desires to exercise its preemptive rights hereunder in respect of such issuance, shall be required to acquire such Preemptive Rights Holder’s Preemptive Rights Pro Rata Portion of all such types and classes of Securities. Such Securities specified in the Partnership be obligated to offer to sell Series A Parity Securities to Preemptive Rights Notice that are not purchased by the Series A Preemptive Rights Holders pursuant to the terms of this Section 5.11(b)(viii2.2(d) may be issued and sold by the Company to any Purchaser (on economic terms no more or less favorable than the terms offered in connection such Preemptive Rights Notices) within one hundred twenty (120) days of the date of the Preemptive Rights Notice. Any such Securities not issued within such one hundred twenty (120)‑day period will be subject to the provisions of this Sections 2.2(d) upon subsequent issuance. The sale and issuance of Exempt Securities shall not be subject to the preemptive rights set forth in this Section 2.2(d). (ii)In order to exercise its preemptive rights hereunder, each Member other than a Purchaser must, within fifteen (15) Business Days after receipt of the Preemptive Rights Notice (which shall describe in reasonable detail the Securities being offered, including the purchase price thereof, the payment terms and such Member’s Preemptive Rights Pro Rata Portion), deliver a written notice to the Company describing its election hereunder. (iii)Notwithstanding anything herein to the contrary, if the Board determines in good faith that compliance with the time periods described in this Section 2.2(d) would not be in the best interests of the Company and its Subsidiaries because of the liquidity needs of the Company and its Subsidiaries, then, in lieu of offering any securities issued to the owners of another entity in connection Preemptive Rights Holders at the time such securities are otherwise being issued or sold to a Purchaser, the Company may comply with the acquisition provisions of this Section 2.2(d) by making an offer to sell to the Preemptive Rights Holders their Preemptive Rights Pro Rata Portion of such entity by securities promptly, and in no event later than forty-five (45) days, after 14 such sale is consummated. In such event, for all purposes of this Section 2.2(d), each such Preemptive Rights Holder’s Preemptive Rights Pro Rata Portion shall be determined taking into consideration the Partnership by merger, consolidation, sale or exchange actual number of securities, purchase of substantially all of Securities sold so as to achieve the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of same economic effect as if such entity.offer would have been made prior to such sale. (g)

Preemptive Rights. Prior (a) Except with respect to Exempt Issuances (as defined in Section 13(c)), as long as any Equity Securities are outstanding and until the occurrence of a Qualified IPO, before any issuance of Series A Parity (x) any Equity Securities permitted under Section 5.11(b)(iii("New Shares") or (y) any warrants, options or other rights to acquire Equity Securities ("Rights") or notes, debentures or other securities convertible into or exchangeable for Equity Securities ("Convertible Securities"), the Partnership shall, by Company will deliver to SG a written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”)"New Issuance Notice") not more than 45 days, if anyand not less than 30 days, offer prior to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of completion of such issuance (the Notice of Issuance divided by (B"New Issuance") the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on or, if earlier, the date of execution of definitive documentation with respect thereto, stating the Notice price and other terms and conditions thereof. SG shall have the right (the "Preemptive Right"), exercisable within 20 days of the receipt by SG of the New Issuance Notice, to purchase (or be issued without consideration if the New Shares, Rights or Convertible Securities to be issued in the New Issuance (the "New Issuance Securities") are to be issued without consideration), in each case through Sub, all or any part of its Pro Rata Share of the New Issuance Securities at the price and on the terms on which the Company proposes to make the New Issuance; provided, however, that if the offer Company proposes to issue any notes, debentures or other debt securities of the Company to which are attached any Rights exercisable for a nominal exercise price, SG may purchase (through Sub) all or any part of its Pro Rata Share of such Series A Parity Rights by purchasing the note, debenture or other debt security to which such Right is attached, in the time period and at the price and terms (including payment therefor) specified above for New Issuance Securities. Pro Rata Share means a number New Issuance Securities shall not be such as will enable SG to maintain, on a fully diluted basis less favorable after giving effect to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedsuch New Issuance, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days percentage of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities Total Equity Interest in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity Company represented by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of SG Shares immediately prior to such entityissuance.

Preemptive Rights. Prior If at any time prior to any issuance the third anniversary of Series A Parity the date first above written, Issuer wishes to issue or otherwise Transfer additional Securities permitted under Section 5.11(b)(iiiwhich, after giving effect to such Transfer, would constitute less than fifty percent (50%) of the Adjusted Diluted Shares (for purposes of this section, the "Proposed Transaction"), and as of the Partnership shallIssue Date (as defined below) Investor holds no less than 333,333 shares of Common Stock (as adjusted for stock splits, by stock dividends, recapitalizations and the like), Issuer shall give Investor and each transferee of Investor of not fewer than 100,000 shares of Common Stock or Securities convertible into orexercisable or exchangeable for not fewer than 100,000 shares of Common Stock (together with Investor, the "Rights Holders") written notice thereof (for purposes of this section, an "Offer Notice") not fewer than sixty days prior to the Series A Preemptive date (for purposes of this section, the "Issue Date") on which Issuer wishes to consummate the Proposed Transaction. The Offer Notice shall describe in reasonable detail: (iii) the voting powers, designations, preferences, and rights of, and qualifications, limitations, and restrictions with respect to, the Securities Issuer wishes to issue or otherwise Transfer; and (iv) the price per share, unit, or face amount, as the case may be, at which, and all other material terms and conditions (including the expected Issue Date) upon which, Issuer wishes to issue or otherwise Transfer such Securities. The Offer Notice shall constitute an offer by Issuer to each Rights Holders Holder to issue and sell to such Rights Holder the number of shares or units or the face amount, as the case may be, of the Securities Issuer wishes to issue or otherwise Transfer (for purposes of this section, the “Notice of Issuance”"Offered Securities"), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of product of: (A) the aggregate number of Series A Preferred Units held by such Series A Preemptive Rights Holder on shares or units or the date aggregate face amount, as the case may be, of Securities proposed to be issued in the Notice of Issuance divided Proposed Transaction; multiplied by (B) the aggregate quotient of: (1) the number of Series A Preferred Units Fully-Diluted Shares held by all Series A Preemptive such Rights Holders on Holder as of the date of the Notice Offer Notice; divided by (2) the total number of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Fully-Diluted Shares outstanding as of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all date of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOffer Notice.

Preemptive Rights. Prior (a) Except as provided in Section 2.07(g) or Section 2.07(h), if the Company wishes to issue any Equity Securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson or Persons (all such Equity Securities, collectively, the “New Securities”), then the Partnership shall, by Company shall promptly deliver a written notice of intention to the Series A Preemptive Rights Holders sell (the “Company’s Notice of IssuanceIntention to Sell”), if any, offer ) to sell such Series A Parity each holder of Preemptive Shares setting forth a description of the New Securities to be sold, the Series A Preemptive Rights Holders on proposed purchase price, the aggregate number of New Securities to be sold and the terms and subject conditions of sale. Upon receipt of the Company’s Notice of Intention to Sell, each holder of Preemptive Shares shall have the right, during the Acceptance Period, to elect to purchase, at the price and on the terms and conditions determined by stated in the General Partner Company’s Notice of Intention to be reasonableSell, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled up to purchase a portion the number of such Series A Parity New Securities equal to the quotient product of (Ai) the number of Series A Preferred Units held by such Series A holder’s Preemptive Rights Holder on the date of the Notice of Issuance divided Proportion, multiplied by (Bii) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceNew Securities to be issued; provided, that if the offer New Securities consist of such Series A Parity Securities shall not be on a basis less favorable to the Series A more than one class, series or type of Equity Securities, then any holder of Preemptive Rights Holders than is offered to any purchaser thereof Shares who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights elects to purchase such Series A Parity New Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) 2.07 must purchase the same proportionate mix of all of such securities; provided, further, that if the New Securities are issued in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity debt financing undertaken by the Partnership by mergerCompany or any of its Subsidiaries and to which preemptive rights otherwise apply pursuant to this Section 2.07, consolidationthen any Class A-1 Member, sale or exchange of securitiesClass D Member, purchase of substantially all of the assetsClass E Member, Class F Preferred Member, or Class G Preferred Member who elects to purchase such New Securities pursuant to this Section 2.07 must, to be eligible to receive such New Securities, participate in the underlying debt instrument for such financing (A) with and on the same terms as the other reorganization whereby lenders thereunder and (B) in the Partnership acquires more than 50% same percentage as their Preemptive Proportion of the voting power or assets of New Securities that such entityMember wishes to purchase pursuant to this Section 2.07.

Preemptive Rights. Prior XXXX shall not issue, sell, or enter into any agreement(s) or commitment(s) pursuant to which it becomes obligated to issue, any issuance securities other than the Securities described herein, and any issuances under any XXXX plan for issuances of equities to XXXX'x employees, consultants or Directors ("Permitted Issuances"), unless XXXX shall first offer to sell to each of the Investors, on the same terms and conditions and at the same price, an amount of such securities proposed to be offered by XXXX, pro rata to the Investors' proportionate ownership of XXXX'x Series A Parity Securities permitted under Section 5.11(b)(iii)Preferred Stock on a fully-diluted basis. Each Investor shall have the right, subject to the Partnership terms of this Section, to purchase up to its pro rata interest of the securities, excluding Permitted Issuances, proposed to be offered by XXXX. Such offer shall remain outstanding for ten (10) days from the date of receipt of written notice from XXXX and shall be exercised by the Investor by serving written notice on XXXX within such ten (10) day period. XXXX shall, by within fifteen (15) days (the "Notice Period") from the end of such ten (10) day period, deliver written notice to the Series A Preemptive Rights Holders (the “Notice all Investors who have elected to exercise their preemptive rights of Issuance”), if any, offer any Investor not exercising its preemptive rights in full. Each Investor entitled to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer a notice shall be made on have a Pro Rata basis right of overallotment such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide giving written notice of its intent to exercise its right to purchase Series A Parity Securities XXXX within ten (10) Business Days days from the end of the Notice Period, it may purchase that number of Issuancesecurities for which preemptive rights were not exercised, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding pro rata based upon the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners number of another entity in connection with the acquisition shares of such entity XXXX'x capital stock on a fully diluted basis held by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assetsInvestors seeking to exercise their overallotment rights; provided, or other reorganization whereby the Partnership acquires more than 50% however, that any Investor desiring to purchase its allocable share of the voting power proposed new issuance must exercise in full its overallotment provisions or assets be prohibited from purchasing any of such entitythe new issuance.

Preemptive Rights. 5.1 Preemptive Rights. Prior to the earlier of the Company IPO or the Parent IPO, in the event that the Company proposes to issue or sell any New Securities, it shall, no later than 30 days prior to the consummation of such transaction, give notice in writing (the "New Securities Notice") to each of the Qualified EDS Shareholders (each, a "Preemptive Rights Offeree") of such proposed issuance of Series A Parity New Securities. The New Securities permitted under Section 5.11(b)(iiiNotice shall describe the proposed issuance of New Securities (including the amount and price of such New Securities), identify the Partnership shallproposed purchaser(s), and contain an offer (the "Preemptive Rights Offer") to sell to each Preemptive Rights Offeree, at the same price and for the same consideration to be paid by the proposed purchaser(s), all or part of such Preemptive Rights Offeree's pro rata portion (as determined by the next sentence) of the New Securities. Following receipt of such notice, each Preemptive Rights Offeree shall have ten (10) days (the "Preemptive Rights Waiting Period") during which it may elect to purchase a pro rata portion of the New Securities determined by dividing the number of Ordinary Shares held by such Preemptive Rights Offeree by the aggregate number of Ordinary Shares outstanding immediately prior to the proposed issuance of New Securities, calculated on a fully diluted, as converted basis. Such election shall be made by delivering written notice to the Series A Preemptive Rights Holders Company of such election (the “"Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of Election") specifying either (Aa) the number of Series A Preferred Units held by Ordinary Shares that it elects to purchase in an amount up to, but not exceeding, its pro rata portion or (b) that such Series Preemptive Rights Offeree wishes to purchase its pro rata share of such New Securities as calculated above. A Preemptive Rights Holder on the date of the Offeree who fails to give such Notice of Issuance divided by (B) Preemptive Election shall have no further pre-emptive rights to which the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on New Securities Notice is related and the date of Company may offer and sell such New Securities as it desires. If the Company does not effectuate such sale described in the New Securities Notice of Issuance; provided, that within 90 days after the offer expiration of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided30-day period, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder it shall be deemed required to have waived again comply with this Section 4 prior to effectuating any and all rights to purchase such Series A Parity Securities in such transactionsale. Notwithstanding the foregoing, if the Board of Directors of the Company determines, in no event shall good faith, that it is desirable for the Partnership be obligated Company to offer to sell Series A Parity consummate the issuance or sale of any New Securities prior to the Series A expiration of the Preemptive Rights Holders pursuant Waiting Period, then the Company shall be entitled to consummate such transaction prior to the expiration of the Preemptive Rights Waiting Period, provided, that following the consummation thereof, the Company shall promptly take all reasonably necessary and appropriate action to enable each Preemptive Rights Offeree, who otherwise would have given a Notice of Preemptive Election in respect of a Preemptive Rights Offer had the Company effectuated such transaction in accordance with the terms and conditions of this Section 5.11(b)(viii5.1, to purchase (whether from the Company or from one or more Persons who purchased Ordinary Shares in such transaction) in connection with a sufficient number of Ordinary Shares to maintain such Preemptive Rights Offeree's pro rata ownership of Ordinary Shares (as calculated immediately prior to such transaction). Notwithstanding the foregoing, the EDS Shareholders shall not have any securities New Securities issued to the owners of another entity in connection with the acquisition Deed of Guarantee and Indemnity between Fox Xxxxx Capital Fund II International L.P. and The Governor and Company of the Bank of Scotland; provided, however, that (a) the Company will, within a reasonably period of time after the date hereof, provide any Qualified EDS Shareholders with a right to subscribe for a proportionate interest in the securities to be issued to Fox Xxxxx, and (b) such entity by the Partnership by merger, consolidation, sale or exchange of EDS Shareholders will have at least 30 days to irrevocably commit to purchase such securities, purchase of substantially all of at the assetssame price as Fox Xxxxx Capital Fund II International L.P., or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of if such entity.securities are ever sold to Fox Xxxxx Capital Fund II International L.P.

Preemptive Rights. Prior (a) If the Company proposes to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiissue, grant or sell Common Stock or Rights (as defined below), the Partnership shallCompany shall first give to the Purchaser (for so long as the Purchaser Group owns or has the right to acquire at least 500,000 shares of Common Stock (appropriately adjusted for any stock split, reverse stock split or stock dividend)) and any transferee (of whom the Company has notice) of shares of Common Stock (including any Warrant Shares and any other shares of Common Stock underlying any other Rights transferred) from the Purchaser which transferee then owns or has the right to acquire at least 500,000 shares of Common Stock (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such shares in a public offering registered under the Securities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act (the Purchaser and each qualifying transferee, a "Securityholder"), written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Series A Preemptive Rights Holders Company no later than twenty (20) days after the “Notice of Issuance”)Company's notice is given, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive shares of Common Stock or Rights Holder on set forth in the Securityholder's notice (but in no event more than the Securityholder's Proportionate Share (as defined below) thereof, as of the date of the Notice of Issuance divided by (B) Company's notice), at the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders price and on the date of other terms set forth in the Notice of Issuance; provided, that Company's notice. Any notice by a Securityholder exercising the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days shares of the Notice of Issuance, such Series A Preemptive Common Stock or Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) 5.3 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in connection with any securities issued such notice, subject to the owners of another entity maximum set forth in connection with the acquisition of such entity by preceding sentence; provided, however, that, in -------- ------- the Partnership by mergerevent that the Company is unable to issue, consolidation, sale grant or exchange of securities, purchase of sell substantially all of the assetsremaining subject shares of Common Stock or Rights on the terms set forth in its notice to the Securityholders, as contemplated by Section 5.3(b), no Securityholder shall be legally bound by its or other reorganization whereby his notice regarding the Partnership acquires more than 50% exercise of its or his preemptive rights hereunder. The closing of the voting power purchase of shares of Common Stock or assets Rights by each Securityholder exercising its or his preemptive rights hereunder shall take place at the same time as the closing of such entitythe issuance, grant or sale of Common Stock or Rights to persons other than Securityholders, as contemplated by Section 5.3(b).

Preemptive Rights. Prior Except as provided in Section 8.2 below, if after ----------------- the date hereof the Company authorizes the issuance and sale of any shares of its Common Stock or other equity securities or any securities containing options or rights to acquire any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iii)Common Stock or other equity securities of the Company, the Partnership shallCompany, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”"First Notice"), if any, will first offer to sell to each Purchaser a portion of such Series A Parity Securities Common Stock, equity securities, options or rights equal to the Series A Preemptive Rights Holders on terms and subject to conditions percentage determined by dividing (i) the General Partner number of shares of Common Stock then held by such Purchaser by (ii) the number of shares of Common Stock then issued and outstanding. Each Purchaser will be entitled to purchase its portion of such Common Stock, equity securities, options or rights at the most favorable price and on the most favorable terms as such Common Stock, equity securities, options or rights are to be reasonable, which offer offered to any other Person. In the event any Purchaser shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled not timely exercise its right under this Section 8.1 to purchase a portion of such Series A Parity Securities equal Common Stock, equity securities, options or rights, or if after timely exercising such right shall fail timely to consummate such purchase (a "Non-Purchasing Purchaser"), each other Purchaser that has fully exercised its right under this Section 8.1 to purchase such Purchaser's portion of such Common Stock, equity securities, options or rights and who has timely consummated such purchase (a "Purchasing Purchaser") shall have the quotient right to purchase such Purchasing Purchaser's pro rata share (determined among all Purchasing Purchasers on the basis of their respective ownership of Common Stock of the Company) of the portion of such Common Stock, equity securities, options or rights which the Non-Purchasing Purchaser had the right to purchase under this Section 8.1. The Company shall notify all Purchasing Purchasers in writing within five (A5) days after the expiration of such thirty (30) day period of the amount of Common Stock, equity securities, options or rights that were not subscribed for within such thirty (30) day period by all Non-Purchasing Purchasers (the "Second Notice"). Any computation of the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on shares of Common Stock, equity securities, options or rights that a Purchaser has the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities under this Section 8.1 shall be rounded to the nearest whole share. Each Purchaser must exercise its purchase rights, if it elects to do so, within thirty (30) days after receipt of the First Notice or in the case of the purchase by a Purchasing Purchaser of a portion of the Common Stock, equity securities, options or rights that a Non-Purchasing Purchaser had the right to, but did not purchase, within ten (10) Business Days days after receipt of the Notice of IssuanceSecond Notice. If NationsBank shall so request, such Series A Preemptive Rights Holder the Company shall be deemed offer to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoingNationsBank, in no event shall lieu of any Class A Stock or other voting securities that the Partnership be obligated to offer Company proposes to sell Series and that NationsBank has the right to acquire under this Section 8.1, a comparable number of shares of Class B Stock or other securities which have no voting rights and are convertible into Class A Parity Securities Stock on the same terms as Class B Stock is convertible into Class A Stock but which are otherwise identical to the Series A Preemptive Rights Holders pursuant to stock or securities being offered. The provisions of this Section 5.11(b)(viii) in connection with any securities issued to 8.1 shall terminate upon the owners consummation of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityan Initial Public Offering.

Preemptive Rights. Prior The LLC Agreement shall confer upon the Executive preemptive rights, in parity with all other members of Holdings, with respect to any the issuance by Holdings of additional equity at such time as, and to the extent that, the capitalization of Holdings will, after issuance of Series A Parity Securities permitted under Section 5.11(b)(iiisuch additional equity, exceed $10.0 million (hereinafter "Proportionate Preemptive Rights"). In addition to the Proportionate Preemptive Rights, the Company agrees that to the extent Columbia DBS Investors, L.P., a Delaware limited partnership ("Investors") makes capital contributions to Holdings in excess of $9,500,000 but less than $10,000,000 ("Investors Additional Capital Contribution"), the Partnership shallCompany shall cause Investors to permit the Executive to make (or reimburse Investors for) a proportionate part of Investors Additional Capital Contribution and thereby acquire an equivalent proportionate part of the additional interest in Holdings that would otherwise have been acquired by Investors with respect to Investors Additional Capital Contribution (hereinafter "Special Preemptive Rights"). The proportionate part of Investors Additional Capital Contribution and the proportionate part of the additional interest with respect thereto that the Executive may acquire hereunder shall equal 30% multiplied by a fraction, the numerator of which is the capital contribution to be made by written notice the Executive under Section 8(a) hereof, and the denominator of which is $10 million. Neither CCC nor any member of the Group shall have any obligation to lend any portion of the purchase price to the Series A Executive with respect to the exercise of the Proportionate Preemptive Rights Holders (or the “Notice of Issuance”), if any, offer Special Preemptive rights. Any interest purchased by the Executive pursuant to sell such Series A Parity Securities to the Series A his Proportionate Preemptive rights or Special Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on treated as a Pro Rata basis such that each Series A Purchased Interest for purposes of this Agreement (including the repurchase rights under Section 10). The Executive shall exercise his Special Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of business days after the Notice of Issuance, such Series A Company notifies the Executive that Investors have made an Investors Additional Capital Contribution with respect to which the Special Preemptive Rights Holder have arisen and has specified the amount thereof. The Executive shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A exercise his Special Preemptive Rights Holders pursuant by reimbursing Investors for the proportionate part of Investors Additional Capital Contribution that the Executive is permitted and elects to this Section 5.11(b)(viii) make within the time period set forth in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.preceding

Preemptive Rights. Prior Except for Exempt Issuances, if the Company proposes to issue any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Equity Securities, the Partnership shallCompany shall give notice of such intent, by written which notice to shall specify the Series A Preemptive Rights Holders price, amount and rights of the Equity Securities and other terms of the proposed issuance (the “Notice of IssuancePreemptive Rights Offering Notice”) to the Investor and Xxxxx XxXxxxx (“XxXxxxx”). Each of the Investor and XxXxxxx shall have the right to purchase, if any, offer to sell such Series A Parity Securities to upon the Series A same terms as specified in the Preemptive Rights Holders on terms and subject Offering Notice, that number of additional Equity Securities proposed to conditions determined be to be issued by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities Company equal to the quotient product of (Aa) the number of Series A Preferred Units Equity Securities the Company proposes to issue and (b) a fraction, the numerator of which is the number of Equity Securities held by such Series A Preemptive Rights Holder the Investor or XxXxxxx (as the case may be), on a fully diluted basis, immediately prior to the date issuance, and the denominator of which is the total number of Equity Securities outstanding, immediately prior to the issuance, on a fully diluted basis. Each of the Notice of Issuance divided by (B) Investor and XxXxxxx that wishes to exercise rights under this Section 4 shall give irrevocable notice to the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer Company of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities decision within ten (10) Business Days days after the giving of the Notice of Issuance, such Series A Preemptive Rights Holder Offering Notice. In the event either exercises its/his rights, the closing of such sale to the Investor and/or XxXxxxx shall be deemed within sixty (60) days after the expiration of the ten (10) day period. If either the Investor or XxXxxxx do not exercise their rights under this Section 4, the Company shall have ninety (90) days after the expiration of the ten (10) day period to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoingconsummate a sale with another investor, in upon terms, including price, no event shall the Partnership be obligated to offer to sell Series A Parity Securities more favorable to the Series A prospective investor than those specified in the Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOffering Notice.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Each Member shall have a right (the “Notice Preemptive Right”) to purchase its Percentage Interest of Issuance”)any New Securities that the Company or any of its Subsidiaries may, if anyfrom time to time, offer propose to sell such Series A Parity Securities to or issue, on the Series A Preemptive Rights Holders on terms and subject conditions it so proposes and so long as the sale or issuance to conditions determined by such Member would not violate any applicable law. If the General Partner Company or such Subsidiary proposes to be reasonableundertake an issuance of New Securities, which offer the Company shall be made on a Pro Rata basis give each such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion Member written notice (an “Issuance Notice”) of such Series A Parity Securities equal to the quotient of intention, describing (Aa) the number type of Series A Preferred Units held by such Series A Preemptive Rights Holder on New Securities, (b) the date identity of the Notice of Issuance divided by prospective subscriber(s) and (Bc) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on price and the date of general terms and conditions upon which the Notice of Issuance; provided, that the offer of Company or such Series A Parity Securities Subsidiary proposes to issue such New Securities. Each such Member shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within have ten (10) Business Days after the receipt of such notice to agree to purchase up to the product of (i) such Member’s respective Percentage Interest, multiplied by (ii) the number of New Securities proposed to be issued, for the price and upon the terms and conditions specified in such Issuance Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If any such Member fails to so respond in writing within such ten (10)-Business Day period, then such Member shall forfeit the right hereunder to purchase its share of such New Securities. For a period of ninety (90) days following the expiration of the Notice of Issuanceten (10)-Business-Day period as described above, the Company or such Series A Preemptive Rights Holder shall be deemed to have waived Subsidiary may issue or sell any and all rights to purchase such Series A Parity New Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders not subscribed for pursuant to this Section 5.11(b)(viii) in connection with any securities issued 3.7, to the owners of another entity in connection with the acquisition of such entity subscriber(s) approved by the Partnership Board and at a price and upon terms and conditions not more favorable to the subscriber(s) thereof than specified in the Issuance Notice. If the Company or such Subsidiary has not issued or sold such New Securities within such period, neither the Company nor such Subsidiary shall thereafter issue or sell such New Securities, without first again offering such securities to such Members in the manner provided in this Section 3.7. Nothing in this Section 3.7 shall be construed as permitting an issuance of New Securities without obtaining any required approval under Section 9.1.11. The exercise or election not to exercise any right by merger, consolidation, any Member hereunder shall not adversely affect its right to participate in any other sale or exchange issuance of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityNew Securities pursuant to this Section 3.7.

Preemptive Rights. Prior The Company hereby grants preemptive rights to any issuance each of Series A Parity NantWorks, Verizon, Celgene, BlackBerry, NHealth, KHealth, Blackstone and Allscripts (together, the “Preemptive Right Holders”) as provided in this Section 2.2. If the Company proposes to issue additional shares of Common Stock, Preferred Stock or Convertible Securities permitted under Section 5.11(b)(iii(such shares of Common Stock, Preferred Stock or Convertible Securities, “Subsequent Equity”), then the Partnership shallCompany shall deliver to each Preemptive Right Holder a written notice (the “Preemptive Notice”) of such proposed issuance at least fifteen (15) days prior to the date of the issuance (the “Subscription Period”). Each Preemptive Right Holder shall have the option, exercisable at any time within the period of thirty (30) days after delivery of the Preemptive Notice (the “Preemptive Acceptance Period”), by delivering a written notice to the Series A Company (a “Subscription Acceptance”) and on the same terms (on a per share basis) as those proposed for the issuance of such Subsequent Equity, to subscribe for (x) up to its pro rata share of any such Subsequent Equity and (y) any such Subsequent Equity not subscribed for by the other Preemptive Right Holders, as specified in the subscribing holder’s Subscription Acceptance provided that, in the event that any such Subsequent Equity is Preferred Stock, a Preemptive Right Holder’s respective pro rata share of such Subsequent Equity, for purposes of this Section 2.2, shall be a percentage equal to the greater of (a) such Preemptive Right Holder’s pro rata share of Common Stock and Convertible Securities and (b) such Preemptive Right Holder’s pro rata share of such Preferred Stock. Notwithstanding anything herein to the contrary, the Company may close the issuance of Subsequent Equity, in whole or in part, prior to the expiration of the Preemptive Acceptance Period provided above as long as each Preemptive Right Holder is given the Preemptive Acceptance Period to elect to purchase its pro rata share of the applicable Subsequent Equity. Any Subsequent Equity that is not purchased by the Preemptive Rights Holders (may be sold by the “Notice of Issuance”)Company, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders but only on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less more favorable to the Series A purchaser than those set forth in the Preemptive Rights Holders than is offered Notice, at any time within 90 days following the termination of the Preemptive Acceptance Period, but may not be sold to any Person on terms and conditions, including price, that are more favorable to the purchaser thereof who is not a Series A than those set forth in the Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, or after such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing90-day period, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders each case without renewed compliance with this Section 2.2. The preemptive rights granted pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.2.2 shall not be applicable to:

Preemptive Rights. Prior (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange any Units or other Equity Securities of the Company or, except in a Sale of the Company, any wholly-owned Subsidiary of the Company that directly or indirectly owns a majority of the business conducted by the Company and its Subsidiaries to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (collectively, the “Preemptive Securities”), unless, in each case, the Partnership shallCompany shall have first offered to sell to each of the GA Members, the HF Members and the eRx Members (each a “Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, at a price and on such other terms as shall have been specified by written notice the Company in writing delivered to the Series A each such Preemptive Rights Holders Holder (the “Notice of IssuancePreemptive Offer”), if any, offer to sell such Series A Parity Securities to which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least 30 calendar days from the Series A Preemptive Rights Holders on terms and subject to conditions determined date it is delivered by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Company (the “Preemptive Rights Offer Period”). Each Preemptive Holder shall be entitled may elect to purchase a all or any portion of such Series A Parity Preemptive Holder’s Preemptive Share of the Preemptive Securities equal as specified in the Preemptive Offer at the price and upon the terms specified therein by delivering written notice of such election to the quotient of (A) Company as soon as practical but in any event within the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceOffer Period; provided, that if the offer of such Series A Parity Company is issuing Equity Securities shall not be on together as a basis less favorable to the Series A unit with any debt securities or other Equity Securities, then any Preemptive Rights Holders than is offered to any purchaser thereof Holder who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right elects to purchase Series A Parity the Preemptive Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii9.7 must purchase the same proportionate mix of all of such securities; provided further that if the Company is issuing securities that would entitle the holder thereof to vote, then (i) in connection a Preemptive Holder may elect not to have any voting rights with respect to such securities, and if such election is made, such Preemptive Holder shall not have any voting rights with respect to such securities and (ii) any such securities issued to the owners of another entity eRx Members will not, in connection with the acquisition of such entity by the Partnership by mergerany event, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or have voting rights other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityas expressly and specifically provided in Section 13.1.

Preemptive Rights. Prior At any time following the Fourth Restatement Closing Date until the Maturity Date, if the Company proposes to issue additional Shares to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (other than any Preemptive Rights Excluded Issuance) (a “New Issuance” and any such Shares or other securities issued thereunder, the “Newly Issued Securities”), the Partnership shallCompany shall provide written notice to each Fourth Restatement Holder and the Collateral Agent of such anticipated New Issuance no later than seven (7) Business Days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Preemptive Rights Notice shall set forth the material terms and conditions of the New Issuance, including the proposed purchase price for the Newly Issued Securities, the anticipated issuance date, and the purpose of such New Issuance. Each Fourth Restatement Holder shall have the right to purchase up to its Pro Rata Portion of such Newly Issued Securities at the price and on the terms and conditions specified in the Preemptive Rights Notice by delivering an irrevocable written notice to the Series A Preemptive Rights Holders Company no later than five (5) Business Days before the “Notice of Issuance”)anticipated issuance date, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) setting forth the number of Series A Preferred Units such Newly Issued Securities for which such right is exercised. Such notice shall also include the maximum number of Newly Issued Securities such Fourth Restatement Holder would be willing to purchase in the event any other Fourth Restatement Holder elects to purchase less than its Pro Rata Portion of such Newly Issued Securities. If any such Fourth Restatement Holder elects not to purchase its full Pro Rata Portion of such Newly Issued Securities, the Company shall allocate any remaining amount among those Fourth Restatement Holder (in accordance with the Pro Rata Portion of each such Fourth Restatement Holder up to the maximum number specified by Fourth Restatement Holder pursuant to the immediately preceding sentence) who have indicated in their notice to the Company a desire to purchase Newly Issued Securities in excess of their respective Pro Rata Portions. For the purposes of this Section 8.22, “Pro Rata Portion” shall mean, with respect to each Fourth Restatement Holder at any time, a fraction, the numerator of which is the amount of the aggregate unpaid principal amount outstanding under the Notes held by such Series A Preemptive Rights Fourth Restatement Holder on at such time and the date denominator of the Notice of Issuance divided by (B) which is the aggregate number of Series A Preferred Units unpaid principal amount outstanding under the Notes held by all Series A Preemptive Rights Fourth Restatement Holders on the date at such time. The exercise by any Holder of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder rights in this Section 8.22 shall be deemed subject to have waived compliance by the Company with any applicable securities laws and all stock exchange rules, and a Holder’s rights to purchase such Series A Parity Newly Issued Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated limited to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any what is permitted under applicable securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitylaws.

Preemptive Rights. Prior If at any time prior to any issuance the third anniversary of Series A Parity the date first above written, Issuer wishes to issue or otherwise Transfer additional Securities permitted under Section 5.11(b)(iiiwhich, after giving effect to such Transfer, would constitute less than fifty percent (50%) of the Adjusted Diluted Shares (for purposes of this section, the "Proposed Transaction"), and as of the Partnership shallIssue Date (as defined below) Investor holds no less than 333,333 shares of Common Stock (as adjusted for stock splits, by stock dividends, recapitalizations and the like), Issuer shall give Investor and each transferee of Investor of not fewer than 100,000 shares of Common Stock or Securities convertible into or exercisable or exchangeable for not fewer than 100,000 shares of Common Stock (together with Investor, the "Rights Holders") written notice thereof (for purposes of this section, an "Offer Notice") not fewer than sixty days prior to the Series A Preemptive date (for purposes of this section, the "Issue Date") on which Issuer wishes to consummate the Proposed Transaction. The Offer Notice shall describe in reasonable detail: (iii) the voting powers, designations, preferences, and rights of, and qualifications, limitations, and restrictions with respect to, the Securities Issuer wishes to issue or otherwise Transfer; and (iv) the price per share, unit, or face amount, as the case may be, at which, and all other material terms and conditions (including the expected Issue Date) upon which, Issuer wishes to issue or otherwise Transfer such Securities. The Offer Notice shall constitute an offer by Issuer to each Rights Holders Holder to issue and sell to such Rights Holder the number of shares or units or the face amount, as the case may be, of the Securities Issuer wishes to issue or otherwise Transfer (for purposes of this section, the “Notice of Issuance”"Offered Securities"), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of product of: (A) the aggregate number of Series A Preferred Units held by such Series A Preemptive Rights Holder on shares or units or the date aggregate face amount, as the case may be, of Securities proposed to be issued in the Notice of Issuance divided Proposed Transaction; multiplied by (B) the aggregate quotient of: (1) the number of Series A Preferred Units Fully-Diluted Shares held by all Series A Preemptive such Rights Holders on Holder as of the date of the Notice Offer Notice; divided by (2) the total number of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Fully-Diluted Shares outstanding as of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all date of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOffer Notice.

Preemptive Rights. Prior (a) Subject to any issuance of Series A Parity Securities permitted Glencore’s compliance in all respects with its obligations under Section 5.11(b)(iii1 of this Agreement, if the Company or any Affiliates of the Company proposes to issue Equity Securities (other than in each case, Excluded Securities) to a third party (other than Glencore or its Affiliates) in a registered public offering or pursuant to Rule 144A or Regulation S of the Securities Act of 1933 (as amended, the “Securities Act”) (any such registered public offering or Rule 144A or Regulation S offering, an "Underwritten Offering") or in any Group Issuance, in the case of any such Underwritten Offering or Group Issuance, whether (x) for cash or (y) in a Triggering Exchange Offer (the securities proposed to be issued as described above, including any other securities issued in connection therewith, the "Offered Securities"), Glencore shall have the Partnership shall, by written notice right to purchase or subscribe for a number or amount of such Offered Securities up to the Series A Preemptive Rights Holders (percentage of the “Notice of Issuance”), if any, offer to sell such Series A Parity Offered Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities as is equal to the quotient Ownership Percentage (determined as of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the New Issuance Notice (as defined below)) (the “New Securities”). The Company shall provide Glencore with notice of Issuance divided by (B) any proposed issuance subject to this right no more than 15 and no less than 7 days prior to such issuance specifying, in good faith, the aggregate maximum number of Series A Preferred Units held by all Series A Preemptive Rights Holders on shares and proposed terms of such issuance, including the offering price range and the proposed closing date (such notice, including any new or revised notice pursuant to the following sentences, the “New Issuance Notice”). If the issuance described in a New Issuance Notice does not occur within 7 days of the date of indicated in the New Issuance Notice, the Company shall provide Glencore with a new New Issuance Notice of Issuance; provided, that no more than 15 and no less than 7 days prior to such issuance. If the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer Company intends to sell Series A Parity an amount of Offered Securities to that exceed the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) maximum number of shares in connection the New Issuance Notice, the Company shall provide Glencore with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitya revised New Issuance Notice.

Preemptive Rights. Prior Except as regards the shares to any issuance of Series A Parity Securities permitted under be issued to the ASE Group and/or ASE Representative pursuant to Section 5.11(b)(iii2.08(c), above or to employees pursuant to Section 2.08(d), above, each of the Partnership parties hereto, so long as it remains a shareholder of the Company, shall, by written notice to the Series A Preemptive Rights Holders (greatest extent permitted by applicable Cayman Islands laws, have a preemptive right to subscribe for additional shares of the “Notice of Issuance”)Company which may, if anyfrom time to time, offer to sell such Series A Parity Securities be issued in a cash injection capital increase or, to the Series A Preemptive Rights Holders on terms and subject extent such issuance is, or may become, permitted by applicable law, any other equity, debt convertible to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date equity or other quasi-equity securities of the Notice of Issuance divided by (B) Company, in proportion to such party’s then shareholding in the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date Company. Each of the Notice of Issuance; providedparties hereto shall, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days business days of the Notice receipt of Issuancea notice from the Company stating the general terms of the new issue, the number of new shares (or other securities) proposed to be issued and the proposed issue price deliver a written response to the Company stating the number of the new shares (or other securities) to which such Series A Preemptive Rights Holder party wishes to subscribe. Any party failing to respond within such period shall be deemed to have waived any and all its preemptive rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities with respect to the Series A Preemptive Rights Holders relevant issue; provided, that, if any ASE Entity or PSC Entity, as applicable, shall elect or be deemed to have elected, not to subscribe for new shares (or other securities), the Company shall so notify the ASE Representative or the PSC Representative, as applicable (the “Follow Up Notice”), and the relevant representative may by notice to the Company given within ten (10) days after receipt of the Follow Up Notice designate another ASE Entity(ies) or PSC Entity(ies) or any affiliates of ASE Representative or PSC Representative, as applicable (“Designated Take Up Party”), to take up the relevant shares (or other securities); provided, further, that, if the Designated Take Up Party is not an original subscriber to the Company’s shares under Section 2.08(b), above, the selection of such Designated Take Up Party shall be subject to the approval of the other representative. Any newly offered shares (or securities) not subscribed to pursuant to this Section 5.11(b)(viii) in connection with any securities may be issued to such investors as the owners Board of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all Directors of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany shall decide.

Preemptive Rights. Prior (a) Until the earliest of (i) such time as Xxxxxxxxx Partners LLC – Series A and/or Affiliates of Coliseum Capital Management, LLC (which for purposes of this Section 11 shall not include any direct or indirect transferee, assignee or other successor in interest to the Preferred Shares (other than any Affiliate or Affiliates of Xxxxxxxxx Partners LLC – Series A or Coliseum Capital Management, LLC), or rights under this Agreement, held by the Preferred Subscriber named on the signature pages hereto) collectively cease to hold, directly or indirectly, at least 20% of the then-outstanding shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares), (ii) the Effective Date (as defined in the Certificate of Designations) of a Fundamental Change (as defined in the Certificate of Designations) and (iii) five (5) years from the Issue Date (as defined in the Certificate of Designations), if the Company proposes to sell and issue any shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares) to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person (the shares to be so sold or issued, the Partnership shall, by written notice to the Series A “Preemptive Rights Holders (the “Notice of IssuanceSecurities”), if any, then the Preferred Subscriber shall have a right of first offer to sell purchase such portion of such Preemptive Securities as is equal to the percentage of all then-outstanding shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares) owned by the Preferred Subscriber (the Preferred Subscriber’s “Preemptive Percentage”). Notwithstanding the foregoing, if Coliseum Capital Management, LLC ceases to be the investment manager of Xxxxxxxxx Partners LLC – Series A Parity Securities to for any reason, then the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which Preferred Subscriber shall have a right of first offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Preemptive Securities no less than the Preferred Subscriber Percentage, and no greater than the Preferred Subscriber’s Preemptive Percentage, and such portion elected to be purchased by the Preferred Subscriber shall be its “Preemptive Percentage”. As used herein, the “Preferred Subscriber Percentage” shall be a percentage, equal to the quotient of (Ai) the number then-outstanding shares of Series A preferred stock (including, without limitation Preferred Units held Shares or any other series of preferred shares) owned, directly or indirectly, by such Series A Preemptive Rights Holder on the date Affiliates of the Notice of Issuance Coliseum Capital Management, LLC, divided by the total then-outstanding shares of preferred stock (B) the aggregate number including, without limitation Preferred Shares or any other series of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitypreferred shares).

Preemptive Rights. Prior to (a) If the Company at any time after the date hereof authorizes the issuance or sale of Series A Parity any New Securities permitted under Section 5.11(b)(iii(other than as a dividend on the outstanding Common Stock), the Partnership shallCompany (i) must do so only to a Third Party (the "Prospective Purchaser") and only on a bona-fide arm's length commercial basis, and (ii) shall first offer to sell to each Holder Group a portion of such New Securities equal to the percentage of outstanding shares of Common Stock held by such Holder Group at the time of such issuance. (b) In order to exercise its purchase rights hereunder, each Holder Group must within 10 days after receipt of written notice from the Company describing in reasonable detail the New Securities being offered, the purchase price thereof, the payment terms and such Holder Group's percentage allotment (the "Issuance Notice"), deliver a written notice to the Series A Preemptive Rights Holders Company describing its election hereunder. In the event any Holder Group does not elect to purchase all of the shares offered to such Holder Group, any New Securities not elected to be purchased by the end of such 10-day period shall be reoffered for an additional 5-day period by the Company on a pro rata basis to the Holder Groups who elected to purchase all shares of such New Securities originally offered to such Holder Groups. Any purchase of New Securities pursuant to this preemptive right will be on the terms specified in the Issuance Notice. (c) Upon the “Notice expiration of Issuance”)the offering periods described above, if any, offer the Company shall during the 120-day period thereafter be entitled to sell such Series A Parity New Securities to the Series A Preemptive Rights Holders Prospective Purchaser which the Holder Groups have not elected to purchase on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less no more favorable to the Series A Preemptive Rights Holders purchasers thereof than is those offered to the Holder Groups. Any New Securities offered or sold by the Company to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, Person after such Series A Preemptive Rights Holder shall 120-day period must be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities reoffered to the Series A Preemptive Rights Holders Holder Groups pursuant to the terms of this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.3.1. (d)

Preemptive Rights. Prior GREAT shall provide Purchaser with written notice (the "Issuance Notice") of any proposed issuance for cash of any Common Shares or any securities convertible into or exchangeable for, or any rights or warrants to acquire, any Common Shares no later than 30 days prior to the proposed issuance thereof, including the Qualified Public Offering. The Issuance Notice shall specify the securities to be issued, a purchase price range or formula under which the purchase price is to be determined, the proposed issuance date and all other material terms of such issuance (to the extent then known by GREAT). Upon delivery to GREAT by Purchaser no later than 10 days after the Issuance Notice of a notice (the "Purchase Notice") stating that Purchaser intends to acquire a portion of the securities to be issued, Purchaser shall be entitled, on the terms offered by GREAT to other prospective purchasers of the securities to be issued, to purchase (A) in the case of a proposed issuance of Series A Parity Securities permitted Common Shares, up to a number of Common Shares such that, giving effect to the proposed issuance (and the exercise in full by Purchaser of its rights under this Section 5.11(b)(iii5.1(i) with respect to such proposed issuance), Purchaser would hold the Partnership shallPercentage Amount of all issued and outstanding Common Shares and then-exercisable "in-the-money" options, by written notice in the aggregate, and (B) in the case of a proposed issuance of any securities convertible into or exchangeable for, or any rights or warrants to acquire, any Common Shares, up to the Series A Preemptive Rights Holders (Percentage Amount of such securities proposed for issuance. Any Purchase Notice shall state the “Notice amount of Issuance”), if any, offer securities Purchaser intends to sell such Series A Parity Securities purchase. Notwithstanding anything herein to the Series A Preemptive Rights Holders on contrary, GREAT shall be entitled not to proceed with the proposed issuance or to alter the terms thereof; provided that, in the event that any material terms of the proposed issuance are altered, (i) any Issuance Notice and subject to conditions determined by the General Partner Purchase Notice shall be deemed to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder revoked automatically and (ii) Purchaser shall be entitled to purchase participate in such proposed issuance on the terms set forth in a portion of such Series A Parity Securities equal revised Issuance Notice in accordance with this Section 5.1(i), except that the revised Issuance Notice shall be given as soon as practicable but in no event later than five business days prior to the quotient of (A) proposed issuance and the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Purchase Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder with respect thereto shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transactiongiven no later than two business days after the revised Issuance Notice. Notwithstanding the foregoing, in no event this Section 5.1(i) shall not apply to (i) the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders issuance of Common Shares at any time pursuant to Redemption Rights, (ii) the issuance of any Common Shares pursuant to warrants, options or other securities, convertible into, exchangeable or exercisable for or otherwise carrying the right to receive Common Shares, in each case outstanding as of Closing Date, (iii) the issuance of Common Shares or options or other rights to acquire Common Shares (and the issuance of Common Shares pursuant thereto) pursuant to GREAT's 1996 Share Incentive Plan, and (iv) the issuance of Common Shares or options or other rights to acquire Common Shares (and the issuance of Common Shares pursuant thereto) pursuant to any stock incentive plan adopted after the date of this Agreement. For purposes of this Section 5.11(b)(viii) 5.1(i), the "Percentage Amount" shall mean twenty percent (20%), except in connection with the case of any proposed issuance of Common Shares for less than $9.00 per share or any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale convertible into or exchange of securities, purchase of substantially all of the assetsexchangeable for, or other reorganization whereby any rights or warrants to acquire, any Common Shares where the Partnership acquires more initial conversion, exchange or exercise price, as the case may be, is less than 50% of $9.00 per Common Share, in which case the voting power or assets of such entity"Percentage Amount" shall mean twenty-five percent (25%).

Preemptive Rights. Prior to In the event that at any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)time after the date hereof until the date that is two (2) years after the Closing Date, the Partnership shallCompany proposes to issue additional shares of Common Stock or Convertible Securities, by written other than an Exempt Issuance, pursuant to a private offering for a cash investment not registered with the SEC, the Company shall send a notice (an “Additional Share Notice”) to the Series A Preemptive Rights Holders (Holder setting forth the “Notice terms of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights proposed issuance. The Holder shall be entitled to purchase a number of shares of Common Stock or Convertible Securities, equal to its pro rata portion of 39% of the total number of shares of Common Stock or Convertible Securities proposed to be issued in the offering (the “Preemptive Amount”), where such Series A Parity Securities equal pro rata amount shall be determined based upon such Holder’s pro rata portion of the total number of Units sold under the Subscription Agreement. By way of example only, if the Holder purchased or acquired one half of the total Units sold under the Subscription Agreement, such Holder would be entitled to purchase one half of the Preemptive Amount. In addition, such Preemptive Amount is determined based on the sale of 10,000,000 Units, and in the event less than such number of Units is sold under the Subscription Agreement the Preemptive Amount shall be reduced proportionately. Such participation by Holder in the offering shall be made on the same terms set forth in the Additional Share Notice by (a) notice to the quotient Company (the “Purchase Notice”) within 10 days of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Additional Share Notice of Issuance divided by and (Bb) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date payment of the Notice price for such shares of Issuance; providedCommon Stock or Convertible Securities, that by wire transfer of immediately available funds or such other method of payment as the offer of such Series A Parity Securities shall not be on a basis less favorable Company may approve, within 10 days after delivery to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Company of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityPurchase Notice.

Preemptive Rights. Prior If the owners of the Class B Common Units (subject to SECTION 3.10 hereof): (y) determines that additional capital is required by the Company to facilitate the business needs of the Company, including, without limitation, to meet the Company's operating expenses, to fund the expansion of the Company's Project or other business and to purchase any Property reasonably necessary for the operation of the Company, and (z) authorizes the issuance and sale of Series A Parity Securities permitted under Section 5.11(b)(iiiany securities or any securities containing options or rights to acquire any securities of the Company (including, without limitation, convertible debt), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall first offer to sell to each Member a portion of such Series A Parity Securities securities on a basis pro rata to their Percentage Interests (i.e., for such Member to make an additional capital contribution for the Series A Preemptive Rights Holders on terms and subject to conditions determined by amount of the General Partner securities to be reasonable, which offer shall be made on a Pro Rata basis issued ("ADDITIONAL CAPITAL CONTRIBUTION")). Each such that each Series A Preemptive Rights Holder Member shall be entitled to purchase such securities at the same price and on the same terms and conditions as such securities are to be offered. If any Member elects not to exercise or exercises only a portion of its rights granted under this Section, each other Member shall be entitled to purchase the securities offered to (but not purchased by) such Series A Parity Securities equal Member. All of such securities shall be offered to the quotient Members until all securities proposed to be issued by the Company are sold to all Members desiring to purchase such securities or no Member desires to purchase more securities. Each Member must elect to exercise its purchase/Additional Capital Contribution rights hereunder within sixty (60) days after receipt of written notice from the Company describing in reasonable detail the securities being offered, the purpose for which the additional securities are being offered, the purchase price thereof, the payment terms, and such Member's percentage allotment. Upon the expiration of such sixty (A60) day period, the number Company shall be free to sell such securities which the Members have not purchased or elected to purchase during the six (6) month period following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Members (provided that the non-Member purchaser of Series A Preferred Units held by any such Series A Preemptive Rights Holder on the date securities must comply with all of the Notice other terms, provisions and conditions contained in this Agreement applicable to an assignee/transferee). Any securities offered or sold by the Company after such six (6) month period must be reoffered to the Members pursuant to the terms of Issuance divided by (B) this Section. The provisions of this Section shall not apply to the aggregate number issuance of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date options for employees or consultants of the Notice Company that are approved by the Super Majority of Issuancethe Board (which options the parties hereto acknowledge and agree shall be granted through a new class of nonvoting membership units in the Company; provided, that to the offer extent applicable, any dilution to any Member's economic interest as a direct result of such Series options shall apply to both the Class A Parity Securities shall not be Common Units and the Class B Common Units on a basis less favorable pari passu basis). The rights under this Section shall terminate upon the first to occur of a Sale Event or the Series closing of an IPO. EXHIBIT A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedhereto shall, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days simultaneously with the payment of the Notice purchase price, be revised to reflect the changes in Percentage Interests of Issuancethe Members (i.e., such Series A Preemptive Rights Holder increase in the Percentage Interests of the Members making the Additional Contribution and the decrease in the Percentage Interest of the Member not making the Additional Capital Contribution), and distributions pursuant to SECTIONS 8.1 and 8.4 hereof shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityadjusted accordingly.

Preemptive Rights. Prior The Company will not issue or sell any New Securities without first complying with this Section 3.01. The Company hereby grants to the Holder the preemptive right to purchase, pro rata, all or any part of the New Securities that the Company may, from time to time, propose to sell or issue. The Holder's pro rata share for purposes of this Section 3.01 is the ratio that the number of Warrant Shares owned by such Holder immediately prior to the issuance of Series A Parity the New Securities, bears to the sum of (i) the total number of shares of Common Stock then outstanding, plus (ii) the number of shares of Common Stock issuable upon exercise of all Warrants then outstanding. In the event the Company proposes to issue or sell New Securities, it will give each Holder written notice of its intention, describing the type of New Securities permitted under Section 5.11(b)(iii), and the Partnership shall, price and terms upon which the Company proposes to issue or sell the New Securities. Each Holder will have ten (10) days from the date of receipt of any such notice to agree to purchase up to its respective pro rata share of the New Securities for the price (valued at Fair Market Value) for any noncash consideration) and upon the terms specified in the notice by giving written notice to the Series A Preemptive Rights Holders Company and stating in such notice the quantity of New Securities agreed to be purchased. In the event a Holder fails to exercise such preemptive right within such ten (10) day period, the “Notice of Issuance”)other Holders, if any, offer will have an additional five (5) day period to sell purchase such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner Holder's portion not so agreed to be reasonable, purchased in the same proportion in which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be other Holders were entitled to purchase a portion of the New Securities (excluding for such Series A Parity Securities equal purposes such nonpurchasing Holder). Thereafter, the Company will have thirty (30) days to consummate the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date sale of the Notice of Issuance divided New Securities not elected to be purchased by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on at the date of same price and upon the Notice of Issuancesame terms specified in the Company's notice described above; provided; however, that the offer of Company may proceed with such Series A Parity Securities shall not be on a basis less favorable sale prior to the Series A Preemptive Rights expiration of the periods during which the Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that may exercise their preemptive rights if any Series A Preemptive Rights Holder fails to provide written notice of its intent the Company reserves sufficient shares for such Holders to exercise its right to purchase Series A Parity such preemptive rights in full. In the event the Company has not sold the New Securities within ten such thirty (1030) Business Days of day period, the Notice of IssuanceCompany will not thereafter issue or sell any New Securities, without first offering such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitymanner provided above.

Preemptive Rights. Prior (a) Except as provided in Section 2.07(e) or Section 2.07(f), if the Company wishes to issue any Equity Securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson or Persons (all such Equity Securities, collectively, the “New Securities”), then the Partnership shallCompany shall promptly deliver a written notice of intention to sell (the “Company’s Notice of Intention to Sell”) to each holder of Preemptive Shares setting forth a description of the New Securities to be sold, the proposed purchase price, the aggregate number of New Securities to be sold and the terms and conditions of sale. Upon receipt of the Company’s Notice of Intention to Sell, each holder of Preemptive Shares shall have the right, during the Acceptance Period, to elect to purchase, at the price and on the terms and conditions stated in the Company’s Notice of Intention to Sell, up to the number of New Securities equal to the product of (i) such holder’s Preemptive Proportion, multiplied by (ii) the aggregate number of New Securities to be issued; provided, that if the New Securities consist of more than one class, series or type of Equity Securities, then any holder of Preemptive Shares who elects to purchase such New Securities pursuant to this Section 2.07 must purchase the same proportionate mix of all of such securities; provided, further, that if the New Securities are issued in connection with any debt financing undertaken by the Company or any of its Subsidiaries and to which preemptive rights otherwise apply pursuant to this Section 2.07, then any Class A-1 Member, Class D Member or Class E Member who elects to purchase such New Securities pursuant to this Section 2.07 must, to be eligible to receive such New Securities, participate in the underlying debt instrument for such financing (A) with and on the same terms as the other lenders thereunder and (B) in the same percentage as their Preemptive Proportion of New Securities that such Member wishes to purchase pursuant to this Section 2.07. If one or more holders of Preemptive Shares do not elect to purchase their entire share of the New Securities (such aggregate portion of New Securities that has not been so elected, the “Excess New Securities”), then the Company will offer, by written notice (the “Supplemental Notice of Intention to Sell”), to each holder of Preemptive Shares who has elected to purchase his, her or its entire proportion of the New Securities pursuant to this Section 2.07 the right to elect to purchase, at the price and on the terms and conditions stated in the Company’s Notice of Intention to Sell, their Preemptive Proportion (calculated as if the Total Conversion Shares excludes all Shares of each holder of Preemptive Shares that did not elect to purchase their entire share of the New Securities) of the Excess New Securities such that all of the Excess New Securities may be purchased by such holders, if so elected. All elections under this Section 2.07(a) must be made by written notice to the Series A Company within fifteen (15) days (or such later date determined by the Board of Directors) after receipt by such holder of Preemptive Rights Holders Shares of (as applicable) the Company’s Notice of Intention to Sell or the Supplemental Notice of Intention to Sell (the “Notice of IssuanceAcceptance Period”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

Preemptive Rights. At any time prior to a Public Company Transition Date, except in connection with any initial public offering, a SPAC Transaction or any transaction that would result in a Change of Control or as otherwise expressly contemplated by this Agreement, Parent Entity and Holdings shall not issue any Equity Interests unless such issuance is in compliance with the following procedures: Prior to any the date of a proposed issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)any Equity Interests, the Partnership shall, by written Parent Entity or Holdings shall deliver notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal proposed issuance (an “Issuance Notice”) to the quotient of Agent. The Issuance Notice shall specify (Ai) the number of Series A Preferred Units held by Equity Interests and class of Equity Interests which Parent Entity or Holdings proposes to issue, the consideration to be received therefor and the date on which such Series A Preemptive Rights Holder on consideration for such Equity Interests shall be paid (which date shall be no less than thirty (30) days from the date of delivery of the Notice Issuance Notice); (ii) all of Issuance divided by the material terms and conditions, including the terms and conditions of payment, upon which Parent Entity or Holdings proposes to issue such Equity Interests; (Biii) the aggregate proportionate number of Series A Preferred Units held such Equity Interests that Agent shall have the option to purchase under this Section 6.20, which proportionate number shall be no less than ten percent (10%) of the number of Equity Interests which Parent Entity or Holdings proposes to issue (such proportionate number for Agent, its “Pro-Rata-Share”); and (iv) where the proposed purchasers of such Equity Interests are known, the identities of such proposed purchasers. Upon delivery of an Issuance Notice, Agent shall have the right (exercisable by all Series A Preemptive Rights Holders on delivery to Parent Entity or Holdings, as applicable, of written notice within the thirty (30) day period following the date of delivery of the Notice of Issuance; providedIssuance Notice), that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days its Pro-Rata-Share of the Notice of Issuance, such Series A Preemptive Rights Holder offering at the price and on the terms and conditions contained therein. The foregoing preemptive rights shall be deemed waived by Agent if it does not exercise its preemptive right and pay for the Equity Interests within the period of time prescribed by the Issuance Notice in accordance with this Section 6.20. Notwithstanding anything to have waived the contrary contained in this Section 6.20, if the consideration to be received by Parent Entity or Holdings, as applicable, with respect to the issuance of Equity Interests specified in the Issuance Notice is other than cash to be paid upon the issuance of the Equity Interests (that is, if the consideration would constitute so-called “in-kind” property, such as membership interests or other Equity Interests), or if security is to be provided to secure the payment of any and all rights to deferred portion of the purchase price, then Agent may 66 purchase such Series A Parity Securities Equity Interests by making a cash payment at the time of the closing specified in such transaction. Notwithstanding the foregoingoffer, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all amount of the assets, or other reorganization whereby the Partnership acquires more than 50% reasonably equivalent value of the voting power or assets of such entity“in-kind” property specified in the Issuance Notice and/or may provide reasonably equivalent security to that provided in the Issuance Notice.

Preemptive Rights. Prior If the Company proposes to issue any issuance of Series A Parity Equity Securities permitted under Section 5.11(b)(iii(as defined below), it shall give each Holder written notice of its intention, describing the Partnership shallEquity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Holder shall have fifteen (15) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities upon the terms and conditions specified in the notice by giving written notice to the Series A Preemptive Rights Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Holder who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale unless the Company can be adequately protected and indemnified from the result of such offer or sale to the Holder. If not all of the Holders elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Holders who do so elect and shall offer such Holders the right to acquire such unsubscribed shares. The Holders shall have fifteen (15) additional days after receipt of such notice to notify the “Notice Company of Issuance”)their election to purchase all or a portion thereof of the unsubscribed shares. If the Holders fail to exercise in full these rights, if any, offer the Company shall have ninety (90) days thereafter to sell such Series A Parity the Equity Securities in respect of which the Holder's rights were not exercised, at a price and upon general terms and conditions not materially more favorable to the Series A Preemptive Rights purchasers thereof than specified in the Company's notice to the Holders on terms and subject pursuant to conditions determined by Section 4.1 hereof. If the General Partner Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to be reasonableSection 4.1, which offer the Company shall be made on a Pro Rata basis not thereafter issue or sell any Equity Securities, without first offering such that each Series A Preemptive Rights Holder shall be entitled securities to purchase a portion of such Series A Parity Securities the Holders in the manner provided above. Each Holder's pro rata share is equal to the quotient ratio of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date shares of the Notice Company's Common Stock (treating all Preferred Stock as if it were converted to Common Stock) which such Holder is deemed to hold (without including shares subject to a repurchase option) immediately prior to the issuance of Issuance divided by such Equity Securities to (B) the aggregate total number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date shares of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Company's outstanding Common Stock immediately prior to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days issuance of the Notice Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, preferred stock or other security of Issuancethe Company, such Series A Preemptive Rights Holder shall be deemed to have waived (ii) any and all rights security convertible, with or without consideration, into any Common Stock, preferred stock or other security (including any option to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoinga convertible security), in no event shall the Partnership be obligated (iii) any security carrying any warrant or right to offer subscribe to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with or purchase any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by mergerCommon Stock, consolidation, sale or exchange of securities, purchase of substantially all of the assets, preferred stock or other reorganization whereby the Partnership acquires more than 50% of the voting power security or assets of (iv) any such entitywarrant or right.

Preemptive Rights. Prior The LLC Agreement shall confer upon the Executive preemptive rights, in parity with all other members of Holdings, with respect to any the issuance by Holdings of additional equity at such time as, and to the extent that, the capitalization of Holdings will, after issuance of Series A Parity Securities permitted under Section 5.11(b)(iiisuch additional equity, exceed $10.0 million (hereinafter "Proportionate Preemptive Rights"). In addition to the Proportionate Preemptive Rights, the Company agrees that to the extent Columbia DBS Investors, L.P., a Delaware limited partnership ("Investors") makes capital contributions to Holdings in excess of $9,500,000 but less than $20,000,000 ("Investors Additional Capital Contribution"), the Partnership shallCompany shall cause Investors to permit the Executive to make (or reimburse Investors for) a proportionate part of Investors Additional Capital Contribution and thereby acquire an equivalent proportionate part of the additional interest in Holdings that would otherwise have been acquired by Investors with respect to Investors Additional Capital Contributions (hereinafter "Special Preemptive Rights"). The proportionate part of Investors Additional Capital Contribution and the proportionate part of the additional interest with respect to thereto that the Executive may acquire hereunder shall equal 30% multiplied by a fraction, the numerator of which is the capital contribution to be made by written notice the Executive under Section 8(a) hereof, and the denominator of which is $10 million. Neither CCC nor any member of the Group shall have any obligation to lend any portion of the purchase price to the Series A Executive with respect to the exercise of the Proportionate Preemptive Rights Holders (or the “Notice of Issuance”), if any, offer Special Preemptive Rights. Any interest purchased by the Executive pursuant to sell such Series A Parity Securities to the Series A his Proportionate Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer or Special Preemptive Rights shall be made on treated as a Pro Rata basis such that each Series A Purchased Interest for purposes of this Agreement (including the repurchase rights under Section 10). The Executive shall exercise his Special Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days business days after the Company notifies the Executive that Investors have made an Investors Additional Capital Contribution with respect to which the Special Preemptive Rights have arisen and has specified the amount thereof. The Executive shall exercise his Special Preemptive Rights by reimbursing Investors for the proportionate part of Investors Additional Capital Contribution that the Notice of IssuanceExecutive is permitted and elects to make within the time period set forth in the preceding sentence. If the Executive fails to exercise his Special Preemptive Rights within the time period and in the manner provided above, such Series A Preemptive Rights Holder rights shall be deemed automatically expire with respect to have waived any and all rights to purchase such Series A Parity Securities Investors Additional Capital Contributions set forth in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany's notice.

Preemptive Rights. Prior The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”). In the event the Company proposes to undertake an issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii(in a single transaction or a series of related transactions), the Partnership shallCompany shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have 10 Business Days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity New Securities to be purchased (not to exceed such Member’s Preemptive Right Share). If any Member fails to so respond in writing within the Series A Preemptive Rights Holders on terms and subject to conditions determined by Right Notice Period, then such Member shall forfeit the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled right hereunder to purchase a portion its Preemptive Right Share of such Series A Parity Securities equal New Securities. Subject to obtaining the quotient requisite authorization, approval or consent of (A) any Governmental Body, the number closing of Series A Preferred Units held any purchase by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Member pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection 7.1 shall be consummated concurrently with the acquisition consummation of such entity the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany may be reduced).

Preemptive Rights. Prior (a) If, following the expiration of the Test Period, the Company authorizes the issuance or sale of any equity in the Company to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (including any Member) (the "Offeree"), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall first offer to sell to each Member a pro-rata portion (based on the Membership Interest held by such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis Member at such that each Series A Preemptive Rights Holder time) of such equity. The Members shall be entitled to purchase such equity at the same price as such equity is to be offered to the Offeree. The Members will take all necessary or desirable actions in connection with the consummation of the purchase transactions contemplated by this Section 6.2(a) as requested by the Company, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Company, and so long as such agreements, documents and instruments do not require such Members to make more burdensome representations, warranties, covenants or indemnities than those required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Member elects not to purchase any such equity, or not to purchase all of such Member’s pro-rata portion, each other Member who has elected to purchase all of such Member’s pro-rata portion (a "Fully Participating Member") shall be entitled to purchase an additional portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders equity. If more than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights one Fully Participating Member desires to purchase such Series A Parity Securities equity in excess of the portion allocated to such transactionMember pursuant to the first sentence of this Section 6.2(a), then each such Fully Participating Member shall be entitled to purchase up to all of such available equity. If there is an oversubscription in respect of such remaining equity, the oversubscribed amount shall be fully allocated among the Fully Participating Members pro rata based on such Fully Participating Members’ percentage Membership Interest. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities foregoing or anything contained to the Series A Preemptive Rights Holders contrary herein, no Member shall be entitled to purchase equity pursuant to this Section 5.11(b)(viii6.2(a) in connection the event such Member is in breach of, or has not complied with any securities issued to the owners of another entity in connection with the acquisition all of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, Member’s obligations under this Agreement or other reorganization whereby agreements to which such Member and the Partnership acquires more than 50% of the voting power or assets of such entityCompany are a party.

Preemptive Rights. Prior If, at any time prior to a Qualified Offering, the Company proposes to issue any securities to any issuance person or entity (other than pro rata issuances of securities to all holders of common stock, issuances of Options to employees and issuances of common stock pursuant to Options and Convertible Securities described on schedule 3.2.7 to the Series B Purchase Agreement) (a "Proposed Issuance"), each holder of shares of Preferred Stock or common stock issued upon conversion thereof shall have the right (which the holder may exercise in whole or in part) to purchase, upon the same terms, a proportionate quantity of those securities in the proportion that the aggregate number of shares of common stock (assuming exercise of all Warrants (as defined in the Series A Parity Investment Agreement and that certain Note Purchase Agreement (the "Note Purchase Agreement") dated as of June 28, 1994 relating to the Company's 15% Convertible Notes due December 31, 1994) and Warrants (as defined in the Series B Purchase Agreement) and conversion of all Preferred Stock) then beneficially owned (as that term is used in the rules and regulations under the Securities permitted Exchange Act of 1934) and that were acquired under Section 5.11(b)(iii)either the Series A Investment Agreement, the Partnership shallSeries B Purchase Agreement or the Exchange Agreement by that party bears to the total number of shares of common stock (assuming exercise of all Warrants (as defined in the Series B Purchase Agreement, Series A Investment Agreement and Note Purchase Agreement)) and conversion of all Preferred Stock) of the Company then beneficially owned and that were acquired under such Investment Agreement, Exchange Agreement and Purchase Agreement by all holders of shares of Preferred Stock or common stock issued upon conversion thereof. The Company shall give notice to each holder setting forth the identity of the proposed purchaser and the time, which shall not be fewer than 45 days and not more than 60 days, within which, and the terms upon which, each holder may elect, by written notice given to the Series A Preemptive Rights Holders Company in accordance with the Company's notice to each holder, to purchase the securities, which terms shall be the same as the terms upon which the proposed purchaser may purchase the securities. If there is any change in any terms of the Proposed Issuance, the holders shall have no further rights with respect to that Proposed Issuance, and the provisions of this section 8 shall again apply to the Proposed Issuance, as so changed, as if the Proposed Issuance, as so changed, were being proposed initially as the Proposed Issuance. If any holder (a "Shortfall Purchaser") wishes to purchase a quantity of securities greater than the “Notice holder's proportionate quantity and any other holder wishes to purchase fewer than that holder's proportionate quantity of Issuance”securities (a "Shortfall"), if any, offer to sell such Series A Parity Securities the Shortfall Purchaser may (in accordance with an election that may be made pursuant to the Series A Preemptive Rights Holders on terms and subject Company's notice to conditions determined each holder) elect to purchase any or all of the aggregate amount of all the Shortfalls in the proportion that the amount of Shortfalls specified by the General Partner Shortfall Purchaser in the election to purchase securities bears to the aggregate amount of all the Shortfalls specified by all Shortfall Purchasers in all the election to purchase securities. Any securities not purchased by the holders of shares of Preferred Stock under this section 8 may thereafter be reasonable, sold to the proposed purchaser at any time within 90 days after the expiration of that 45- or 60-day period on the same terms as those upon which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be holders of shares of Preferred Stock were entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

Preemptive Rights. Prior (a) If at any time from time to time (i) ACRA or any of its Subsidiaries, or (ii) any time after the formation of a New ACRA Investment Entity, such New ACRA Investment Entity or any of its Subsidiaries ((i) and (ii)), a “Preemptive Offeror”), proposes to offer New Securities to any issuance Person after the date hereof (or, in the case of Series A Parity Securities permitted under Section 5.11(b)(iiia New ACRA Investment Entity, after the date such New ACRA Investment Entity executes its Joinder Agreement), the Partnership Preemptive Offeror, as applicable, shall, by written notice prior to such offer, deliver to all Shareholders of the Series A Preemptive Rights Holders applicable ACRA Investment Entity an offer (the “Notice of IssuancePreemptive Offer”) for such Shareholders that are able to certify to the Preemptive Offeror, as the case may be, that they are “accredited investors” (as such term is defined in Rule 501 pursuant to the Securities Act) (the “Eligible Shareholders”), if anyto purchase that number of New Securities in connection with such proposed offering of New Securities, offer so that each such Shareholder would, in the aggregate, after the issuance or sale of all of such New Securities in connection with the proposed offering, hold the same Pro Rata Amount of shares of the applicable Preemptive Offeror as was held by such Shareholder prior to sell such Series A Parity Securities issuance and sale (or, in regard to the Series A issuance and sale by a Subsidiary of a Preemptive Rights Holders on Offeror, its Pro Rata Amount of such New Securities). Such issue shall be at the same price and the New Securities issued to each such Shareholder shall have no less favorable terms and subject conditions as are applicable to conditions determined the New Securities received by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion all other purchasers of such Series A Parity Securities equal to the quotient of New Securities. The Preemptive Offer shall state (A) that the number of Series A Preferred Units held by such Series A applicable Preemptive Rights Holder on the date of the Notice of Issuance divided by Offeror proposes to issue New Securities, (B) the aggregate number amount of Series A Preferred Units held New Securities to be issued, (C) the terms of the New Securities, (D) the purchase price of the New Securities, (E) the portion of the New Securities available for purchase by all Series A such Shareholder and (F) any other material terms of the proposed issuance. The Preemptive Rights Holders on Offer shall remain open and irrevocable for a period of fifteen (15) business days (the “Preemptive Period”) from the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitydelivery.

Preemptive Rights. Prior In case the Company proposes at any time to issue or sell any issuance Voting Stock, options, rights or warrants to purchase Voting Stock or Voting Stock Equivalents or any other securities (whether debt or equity) of Series A Parity Securities permitted under Section 5.11(b)(iiithe Company, other than Excluded Stock (collectively, the "Company Offered Securities"), the Partnership Company shall, by written notice no later than twenty-five (25) days prior to the Series A consummation of such transaction (a "Preemptive Rights Holders Transaction"), give notice in writing (the “"Preemptive Rights Offer Notice") to each holder of Series B Preferred Stock of such Preemptive Rights Transaction. The Preemptive Rights Offer Notice of Issuance”)shall describe the proposed Preemptive Rights Transaction, if anyidentify the proposed purchaser, and contain an offer (the "Preemptive Rights Offer") to sell to each holder of Series B Preferred Stock, at the same price and for the same consideration to be paid by the proposed purchaser (provided, that, in the event any of such consideration is non-cash consideration, at the election of such holder of Series A Parity Securities B Preferred Stock to whom the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonableOffer is made, which offer shall be made on a Pro Rata basis such that each holder of Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities B Preferred Stock may pay cash equal to the quotient value of such non-cash consideration), all or any part of such holder of Series B Preferred Stock's pro rata portion of the Company Offered Securities (which shall be a fraction of the Company Offered Securities determined by dividing the number of shares of outstanding Voting Stock owned by such holder of Series B Preferred Stock by the sum of (Ai) the number of shares of outstanding Voting Stock owned by such holder of Series A B Preferred Units Stock and (ii) the number of outstanding shares of Voting Stock not held by such holder of Series A B Preferred Stock). If any holder of Series B Preferred Stock to whom a Preemptive Rights Holder on Offer is made fails to accept (a "Non-Responding Holder") in writing the date Preemptive Rights Offer by the tenth (10th) day after the Company's delivery of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Offer Notice, such Non-Responding Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable have no further rights with respect to the Series A proposed Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transactionTransaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.[Execution Page Follows]

Preemptive Rights. Prior (a) Each Purchaser shall have a right of first refusal to purchase up to such Purchaser’s pro rata share (as defined below) of any offering by the Company of Ordinary Shares or any other class or series of its capital stock, or any other securities convertible into or exchangeable for Ordinary Shares or any other class or series of capital stock (including convertible stock, redeemable stock and debt with warrants, but excluding any Exempt Securities, any issuances pursuant to the Company’s equity credit agreement with Brittany Capital Management Ltd. dated as of June 1, 2007 provided such issuance of Series A Parity Securities permitted under shall have been approved by the Supermajority Directors, and any issuances pursuant to the Additional Financing in accordance with Section 5.11(b)(iii4.14 below), in each case on the Partnership shall, same terms as the other investors participating in such offering. Each Purchaser’s pro rata share shall be equal to the percentage of the Company’s outstanding Ordinary Shares that are owned by such Purchaser at the time of each such offering. (b) The Company shall provide written notice to each Purchaser that the Series A Preemptive Rights Holders Company is considering any proposed future financing subject to this Section 4.11(b), providing a general outline of the proposed structure and anticipated terms thereof, not less than 15 days prior to completion thereof (the “Notice of IssuanceCompletion Date”). The Company shall also provide written notice to each such Purchaser describing in reasonable detail the terms of any such proposed future financing (the “Detailed Notice”) within a reasonable period of time (but not less than ten (10) days prior to the Completion Date). Unless a Purchaser provides the Company notice in writing within five (5) days of its receipt of the Detailed Notice that it wishes to participate in such financing, such Purchaser’s right with respect to such proposed future financing shall be deemed waived. Anything herein to the contrary notwithstanding, if anyrequired to accumulate from its investors the funds necessary to participate in any such financing, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof Purchaser who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written has delivered timely notice of its intent to exercise its right participate in such financing shall have up to purchase Series A Parity Securities within ten fifteen (1015) Business Days from the date it sent such notice of its intent to participate to fund its purchase even if any such period extends beyond the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any Completion Date. (c) The rights and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders obligations established pursuant to this Section 5.11(b)(viii4.11 shall terminate if (i) a Special Rights Termination Event shall have occurred or (ii) the Purchasers cease to own in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50aggregate at least 33% of the voting power or assets number of such entitySecurities purchased by them in the First Closing and Second Closing. SECTION 4.12.

Preemptive Rights. Prior If the Corporation proposes to issue or sell any issuance equity security of Series A Parity Securities permitted under Section 5.11(b)(iiithe Corporation, including any right, warrant, option or other security convertible into or exchangeable or exercisable for, directly or indirectly, any such security of the Corporation, now or hereafter authorized, for cash consideration (“New Securities”), the Partnership Corporation shall, by written notice no later than forty-five (45) days prior to the Series A Preemptive Rights Holders consummation of any such issuance or sale, notify in writing each Consenting Noteholder (as defined in the Plan) of such proposed transaction (the “Notice Preemptive Right Notice”) at the last address listed in the records of Issuance”)the Corporation. Each Initial Stockholder shall have a right to subscribe Pro Rata (as defined below) for any New Securities; provided, if anyhowever, offer that this Article 8 shall not apply to sell such Series A Parity New Securities issued (i) pursuant to the Series A Preemptive Rights Holders on terms and subject LTIP, (ii) to conditions determined any employee, director or consultant pursuant to any incentive plan, compensation plan or similar plan or arrangement approved by the General Partner stockholders of the Corporation, (iii) in connection with a Public Offering or (iv) in a transaction where all of the holders of Common Stock are given the right to be reasonable, which offer shall be made participate on a Pro Rata basis such pro rata basis. In order to exercise its purchase rights hereunder, the Initial Stockholder must deliver a written notice by sworn affidavit to the Corporation that each Series A they are an Initial Stockholder, within thirty (30) days after its receipt of the Preemptive Rights Holder Right Notice. If an Initial Stockholder fails to exercise its rights pursuant to this Article 8, the Corporation shall be entitled to sell the New Securities which such Initial Stockholder has not elected to purchase during the ninety (90) days following such failure, on terms and conditions no more favorable to the purchasers thereof than those offered to the Initial Stockholder. Any New Securities sold by the Corporation after such ninety (90) day period must be reoffered to the Initial Stockholders pursuant to the terms of this Article 8. The preemptive rights provided by this Article 8 are non-transferable, except that any Initial Stockholder may transfer such preemptive rights to any of its Affiliates who owns shares of Common Stock. “Initial Stockholders” means the Consenting Noteholders and each Affiliate of a portion Consenting Noteholder, so long as such Person (together with its Affiliates) is the beneficial owner (as determined in accordance with Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended) of shares of Common Stock in an amount equal to at least 50% of the number of shares of Common Stock such Person (together with its Affiliates) received on the Effective Date (as defined in the Plan) pursuant to the Plan.2 “Pro Rata” means that the Initial Stockholder may exercise such preemptive right or participate in such issuance for an amount of New Securities up to the product of (x) the amount of such Series A Parity New Securities to be issued and (y) a fraction, the numerator of which shall equal to the quotient of (Awithout duplication) the number of Series A Preferred Units shares of Common Stock (on a fully diluted basis after assuming the exercise or conversion of all outstanding convertible securities) then held by such Series A Preemptive Rights Holder on Initial Stockholder (together with its Affiliates), and the date denominator of the Notice of Issuance divided by (B) which shall equal the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date shares of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be Common Stock then outstanding (on a basis less favorable to the Series A Preemptive Rights Holders than is offered to fully diluted basis). For purposes of this Article 8 and Article 11 of this Certificate, “Person” means any purchaser thereof who is not a Series A Preemptive Rights Holder; providedindividual, further that if corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Body. “Governmental Body” means any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of IssuanceUnited States federal, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale state or exchange of securities, purchase of substantially all of the assetslocal, or other reorganization whereby the Partnership acquires more than 50% of the voting power any supra-national or assets of such entitynon-U.S., government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency body or commission, self-regulatory organization, court, tribunal or judicial or arbitral body.

Preemptive Rights. Prior If the Company or any of its Subsidiaries sells, issues or grants any Equity Securities to any issuance Person (other than a sale by a Subsidiary solely to the Company or one of Series A Parity Securities permitted under Section 5.11(b)(iiiits wholly owned Subsidiaries), the Partnership shallCompany shall deliver to each holder of Warrant Securities in advance of such sale, by issuance or grant, a written notice to describing in reasonable detail (a) the Series A Preemptive Rights Holders Equity Securities being offered, (b) the purchase price thereof, (c) the material terms of such Equity Securities and sale, issue or grant and (d) such holder’s Proportional Share (as defined below) (the “Notice Rights Notice”) and offering to sell, issue and/or grant to each holder of Issuance”), if any, offer to sell such Series A Parity Warrant Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Equity Securities equal to the quotient of (Ai) the number of Series A Preferred Units Common Shares held by or issuable pursuant to Warrants held by, such Series A Preemptive holder divided by (ii) the number of Common Shares outstanding (such holder’s “Proportional Share”) at the most favorable price and on the most favorable terms as such Equity Securities are offered to any other Person. In order to exercise its preemptive rights hereunder, a holder of Warrant Securities must, within 15 business days after receipt of a Rights Holder Notice in accordance with this Section 4, deliver a written notice to the Company exercising its preemptive rights hereunder. If, after the expiration of the 15 business day period described in the foregoing sentence with respect to a Rights Notice, a holder of Warrant Securities has not delivered written notice to the Company exercising its preemptive rights hereunder with respect to such Rights Notice, then the preemptive rights of such Warrantholder with respect to the Equity Securities issued as set forth in such Rights Notice shall expire and have no further force or effect. Any sale, issuance or grant pursuant to this Section 4 shall occur on the closing date of the applicable transaction (which closing date may not be earlier than 10 business days of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities Notice). This Section 4 shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered apply to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedsale, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten issuance or grant: (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viiia) in connection with any securities issued to equity split, dividend, subdivision, combination or other distribution or recapitalization (so long as all holders of Warrant Securities of the owners same class or series are treated equally with all other holders of another entity in connection with the acquisition Warrant Securities of such entity by the Partnership by merger, consolidation, sale class or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.series);

Preemptive Rights. Prior In the event the Company proposes to any undertake an issuance or sale of Series A Parity Securities permitted under Section 5.11(b)(iiiadditional Units (“New Units”), the Partnership shallCompany shall provide written notice (the “Preemptive Right Notice”) to each Member of such intention, by describing the number and terms of the New Units proposed to be issued or sold, the price per New Unit and the general terms upon which the Company proposes to issue or sell the New Units. Each Member shall have thirty (30) days from the date the Preemptive Right Notice is received to give the Company written notice of such Member’s election to purchase all or any portion of such Member’s share of such New Units for the price and upon the terms specified in the Preemptive Right Notice. Such Member’s notice shall state the quantity of New Units such Member desires to purchase. Any Member who does not provide such notice to the Series A Preemptive Rights Holders Company within such thirty (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A30) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder day period shall be deemed to have waived any and all such Member’s preemptive rights under this Section 2.1(d)(2) with respect to such New Units, provided the Company consummates the issuance thereof within one hundred twenty (120) days after it provides the Preemptive Right Notice to the Members at a price equal to or higher than the price specified in the Preemptive Right Notice given to the Members by the Company under this Section 2.1(d)(2). Each Member so electing to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders New Units pursuant to this Section 5.11(b)(viii2.1(d)(2) shall be entitled to purchase his or its pro rata share of the number of New Units specified in connection with any securities issued the Preemptive Right Notice based on such electing Member’s Ownership Percentage relative to the owners aggregate Ownership Percentage of another entity all electing Members. If any New Units remain after the application of the preceding sentence, the Company shall notify the Members properly electing to purchase the entire share of the New Units that they were entitled to purchase pursuant to this Section 2.1(d)(2) and such Members shall be entitled, for a period of ten (10) days thereafter, to purchase such remaining New Units pro rata in connection accordance with the acquisition of such entity their relative Ownership Percentage. Any New Units remaining thereafter may be issued by the Partnership by merger, consolidation, sale Company within one hundred twenty (120) days after it provides the Preemptive Right Notice to the Members on terms no less favorable than those contained in the Preemptive Right Notice. This Section 2.1(d)(2) shall not apply to Class A Units issued pursuant to Section 1.3 or exchange of securities, purchase of substantially all Section 1.4 of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityUnit Purchase Agreement.

Preemptive Rights. Prior to any In the event of a proposed issuance of, or a proposed granting by the Company of, Common Stock or other equity interests of the Company or Rights, other than the issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)stock options (or any exercise thereof) to employees of the Company reflected on Schedule 1 attached hereto (each, the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the a “Notice of Proposed Issuance”), if anyeach of the Purchaser, offer to sell each Investor and any executive of the Company granted such Series A Parity Securities rights pursuant to the Series A Preemptive terms of his or her employment with the Company (the “Permitted Executives”) shall have the right, on the same terms as those of the Proposed Issuance and during a reasonable time no less than thirty (30) days after the Company has given notice to each of the Purchaser, the Investors and the Permitted Executives of such Proposed Issuance, to purchase that proportion of such Common Stock or other equity interests or Rights Holders as is necessary to maintain such Purchaser’s, Investor’s or Permitted Executive’s fully-diluted percentage equity interests in the Company on terms and subject a record date not more than thirty (30) days prior to conditions determined by the General Partner to be reasonableProposed Issuance (the “Proposed Issuance Record Date”). The price or prices for such Common Stock, which offer other equity interests or Rights shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis no less favorable to each Purchaser, Investor and Permitted Executive than the Series A Preemptive price or prices at which such Common Stock, other equity interests or Rights Holders than is are proposed to be offered for sale or granted to others, after deduction of the expenses of and compensation for the sale, underwriting or purchase of such Common Stock, other equity interests or Rights by underwriters, dealers or other purchasers as may be paid by the Company. To the extent that any purchaser thereof Purchaser, Investor or Permitted Executive chooses not to participate in the Proposed Issuance (a “Non-Participating Stockholder”), the remaining Purchaser, Investors and Permitted Executives who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails choose to provide written notice of its intent to exercise its participate in the Proposed Issuance (the “Participating Stockholders”) shall each have the right to purchase Series A Parity Securities within ten that number of additional shares of Common Stock, other equity interests or Rights, as the case may be, as equals (10i) Business Days number of shares of Common Stock, other equity interests or Rights, as the Notice of case may be, the Non-Participating Stockholders would have been entitled to receive had such Non-Participating Stockholder(s) participated in the Proposed Issuance, multiplied by (ii) such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities Participating Stockholder’s fully-diluted percentage ownership of equity interests in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities Company (without regard to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viiiNon-Participating Stockholder(s)) in connection with any securities issued to on the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityProposed Issuance Record Date.

Preemptive Rights. Prior If at any time during the Standstill Period ----------------- the Company proposes to issue (whether for cash, property or services) any Equity Securities (as defined below) to any issuance person or entity (including a Shareholder) (other than pro rata issuances of Series A Parity Equity Securities permitted under Section 5.11(b)(iiito all holders of the Company's common stock), the Partnership shallNew Shareholder shall have the right (which it may exercise in whole or in part) to purchase, by written notice upon the same terms (but subject to the Series A Preemptive Rights Holders (the “Notice penultimate sentence of Issuance”this section 4.1), if any, offer a proportionate quantity of those Equity Securities (or Equity Securities as similar as practicable to sell such Series A Parity Securities to those Equity Securities) in the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such proportion that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held Shares then beneficially owned by Xxxxx XX and all Series A Preemptive Rights Holders on direct and indirect majority-owned subsidiaries of Xxxxx XX (including the date New Shareholder and all direct and indirect majority-owned subsidiaries of the Notice New Shareholder) (all such subsidiaries of Issuance; providedXxxxx XX being collectively called the "Bayer Controlled Subsidiaries") bears to the total number of Shares then outstanding. (For purposes of this agreement, that Xxxxx XX and the offer of such Series A Parity Securities Bayer Controlled Subsidiaries shall not be on a basis less favorable deemed to own beneficially any Shares subject to the Series A Preemptive Rights Holders than is offered to Voting Trust Agreement or held by any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice other Shareholders, and none of Issuance, such Series A Preemptive Rights Holder the Continuing Shareholders shall be deemed to own beneficially any Shares held by any of the other Shareholders and, in each case, otherwise subject to the provisions of this agreement with respect to voting or disposition.) The Company shall give notice to the New Shareholder setting forth the identity of the purchaser and the time, which shall not be fewer than 60 days and not more than 90 days, within which, and the terms upon which, the New Shareholder may purchase the Equity Securities, which terms shall be the same as the terms upon which the purchaser may purchase the Equity Securities. Notwithstanding anything to the contrary in this section 4.1, however, in the case of any issuance of options, rights or securities convertible into, or exchangeable or exercisable for, Shares, the Company shall not be deemed to have waived any issued Equity Securities until the issuance of the Shares underlying such options, rights or securities, and all rights the New Shareholder's right to purchase such Series A Parity Shares under this section 4.1 shall not become effective, unless the number of Shares the New Shareholder is entitled to purchase at the time under this section 4.1 is greater than 1% of the then outstanding Shares (but any entitlement to purchase Shares that is so suspended shall be carried forward and cumulated, until the cumulative number of Shares so carried forward equals at least 1% of the then outstanding Shares, at which time the right that had been suspended shall cease to be suspended for 60 days, at which time the right shall terminate). Where the right to purchase Equity Securities in such transaction. Notwithstanding under this section 4.1 arises from an issuance of Equity Securities (i) to or for the foregoingbenefit of employees or directors of the Company or any of its subsidiaries, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii(ii) in connection with any securities issued an acquisition or (iii) pursuant to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.a warrant or

Preemptive Rights. Prior The Company agrees that it will not, nor will it permit any Subsidiary of the Company to sell or issue any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iiicapital stock of the Company or any Subsidiary, or other equity or debt securities convertible into or exchangeable for capital stock of the Company or any Subsidiary, or options, warrants or rights carrying any rights to purchase capital stock of the Company or any Subsidiary (the “Offered Securities”) unless the Company first submits written notice (the “Preemptive Rights Notice”) to Sxxx identifying the terms of the proposed sale (including the price, number or aggregate principal amount of securities and all other material terms), and offers to Sxxx the Partnership shallopportunity to purchase his Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if Sxxx does not fully exercise his rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer to Sxxx shall remain open and irrevocable for a period of thirty (30) days during which time Sxxx may accept such offer by written notice to the Series A Preemptive Rights Holders (Company setting forth the “Notice maximum number of Issuance”)shares or other securities to be purchased by Sxxx. Any Offered Securities so offered which are not purchased by Sxxx pursuant to such offer may be sold by the Company, if any, but only on the terms and conditions set forth in the initial offer to sell such Series A Parity Securities Sxxx, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30)-day period. For the purposes of this Section 3.1, Sxxx’x “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by Sxxx (as determined in accordance with Section 1.2) bears to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the total number of Series A Preferred Units held by such Series A Preemptive Rights Holder shares of Common Stock outstanding on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on Notice (as determined in accordance with Section 1.2). The closing of any purchase by Sxxx of Offered Securities under this Section shall occur simultaneously with or promptly following the date closing of the Notice sale or issuance of Issuance; provided, that the offer of such Series A Parity Offered Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale Company or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityany Subsidiary.

Preemptive Rights. Prior to (a) The Company agrees that it will not offer or sell any issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice (as defined herein) unless it first offers to the Series A Preemptive Rights Holders (Purchaser the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled right to purchase a portion of such Series A Parity New Securities in accordance with, and subject to, the provisions of this Section 9.3. If the Company proposes to sell any New Securities, other than pursuant to a Non-Eligible Public Offering (as defined herein), then the Company shall provide the Purchaser with written notice of the terms or proposed terms for the sale of the New Securities (the “Notice”). If the Purchaser wishes to purchase New Securities pursuant to the Notice, it shall notify the Company by written notice within five business days after the Notice is delivered how many of such New Securities it desires to purchase. The Purchaser shall be entitled to purchase up to a number of New Securities equal to its pro rata percentage ownership of the quotient Company on the Closing Date, calculated on a fully diluted basis (the “Percentage Interest”). If the Purchaser does not elect to purchase all of its Percentage Interest, the Company shall have the right to complete the sale of any New Securities offered to but not purchased by the Purchaser upon terms no less favorable to the Company than those specified in the Notice. The Purchaser shall not have any preemptive rights with respect to any New Securities sold by the Company in a Public Offering (Aas defined herein) unless in such Public Offering (i) the number New Securities are anticipated to be priced at more than a 10% discount to the volume weighted average closing market price of Series A Preferred Units held by such Series A Preemptive Rights Holder the Common Stock on the NYSE during the three — trading day period immediately prior to the date of the Notice Notice, based on the indicative range advised by the underwriters of Issuance divided by such Public Offering or (Bii) the aggregate number Company sells more than 20% of Series A Preferred Units held by all Series A Preemptive Rights Holders on its outstanding Common Stock in a Public Offering (any Public Offering other than a Public Offering described in (i) or (ii) above, a “Non-Eligible Public Offering”). In either of such events, the date of Purchaser shall have the Notice of Issuanceright to subscribe for up to its Percentage Interest; provided, however, that it must exercise this right prior to the offer anticipated pricing of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails Public Offering. The Company agrees to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) Purchaser of a Public Offering in connection with which the Purchaser has preemptive rights as promptly as practicable under the circumstances, and in any securities issued event prior to the owners of another entity in connection with the acquisition pricing of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityPublic Offering.

Preemptive Rights. Prior (a) In the event that the Company proposes to issue (a "Proposed Issuance") any issuance Common Shares or any securities containing options or rights to acquire any Common Shares or any securities convertible into or exchangeable for Common Shares ("New Securities") prior to an initial public offering of Series A Parity Securities permitted under Section 5.11(b)(iiithe Company's securities and other than pursuant to the exceptions specified below, the Company shall deliver a notice, with respect to such Proposed Issuance (the "Preemptive Notice"), to each Management Shareholder and Coyote setting forth the identity of the proposed purchaser (the "Proposed Purchaser"), the Partnership shallperiod of time within which the Preemptive Right must be exercised (the "Acceptance Period") and the price, terms and conditions of the Proposed Issuance. Subject to subsection (c) below, each Management Shareholder and Coyote shall have the right (the "Preemptive Right"), exercisable as hereinafter provided, to participate in such issuance of New Securities ("Offered Securities") by written notice purchasing up to an amount of such New Securities proposed to be issued to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities Proposed Purchaser equal to (i) the quotient lesser of (A) the maximum number of Series A Preferred Units held New Securities specified in such Shareholder's Purchase Notice (as defined below) and (B) the aggregate amount of such New Securities multiplied by a fraction, the numerator of which shall be the aggregate number of Common Shares owned by such Series A Preemptive Rights Holder Management Shareholder or Coyote on the date of such notice and the denominator of which shall be the total number of Common Shares outstanding on such date (the "Proportionate Share") and (ii) thereafter, by repeatedly allocating any remaining Offered Securities among those Shareholders that have not yet been allocated the maximum number of Offered Securities indicated in the Purchase Notice, pro rata on the basis of the respective --- ---- amounts of Shares owned by such Shareholder on the date of the Notice of Issuance divided by (B) initial Purchase Notice, until all Offered Securities have been allocated, such purchase to be at the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders same price and on the date of same terms and conditions as the Notice of Proposed Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event a Management Shareholder shall only be entitled to exercise the Partnership be obligated to offer to sell Series A Parity Securities to Preemptive Right if at the Series A time of exercise of the Preemptive Rights Holders Right such Management Shareholder is an employee of the Company pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of a binding written employment agreement unless such entity Management Shareholder was terminated by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of Company from such entityposition without Cause (as defined in such employment agreement).

Preemptive Rights. Prior (a) If at any time from time to time (i) ACRA 2 HoldCo or any of its Subsidiaries, or (ii) any time after the formation of a New ACRA 2 Investment Entity, such New ACRA 2 Investment Entity or any of its Subsidiaries ((i) and (ii), a “Preemptive Offeror”), proposes to offer New Securities to any issuance Person after the date hereof (or, in the case of Series A Parity Securities permitted under Section 5.11(b)(iiia New ACRA 2 Investment Entity, after the date such New ACRA 2 Investment Entity executes its Joinder Agreement), the Partnership Preemptive Offeror, as applicable, shall, by written notice prior to such offer, deliver to all Shareholders of the Series A Preemptive Rights Holders applicable ACRA 2 Investment Entity an offer (the “Notice of IssuancePreemptive Offer”) for such Shareholders that are able to certify to the Preemptive Offeror, as the case may be, that they are “accredited investors” (as such term is defined in Rule 501 pursuant to the Securities Act) (the “Eligible Shareholders”), if anyto purchase that number of New Securities in connection with such proposed offering of New Securities, offer so that each such Shareholder would, in the aggregate, after the issuance or sale of all of such New Securities in connection with the proposed offering, hold the same Pro Rata Amount of shares of the applicable Preemptive Offeror as was held by such Shareholder prior to sell such Series A Parity Securities issuance and sale (or, in regard to the Series A issuance and sale by a Subsidiary of a Preemptive Rights Holders on Offeror, its Pro Rata Amount of such New Securities). Such issue shall be at the same price and the New Securities issued to each such Shareholder shall have no less favorable terms and subject conditions as are applicable to conditions determined the New Securities received by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion all other purchasers of such Series A Parity Securities equal to the quotient of New Securities. The Preemptive Offer shall state (A) that the number of Series A Preferred Units held by such Series A applicable Preemptive Rights Holder on the date of the Notice of Issuance divided by Offeror proposes to issue New Securities, (B) the aggregate number amount of Series A Preferred Units held New Securities to be issued, (C) the terms of the New Securities, (D) the purchase price of the New Securities, (E) the portion of the New Securities available for purchase by all Series A such Shareholder and (F) any other material terms of the proposed issuance. The Preemptive Rights Holders on Offer shall remain open and irrevocable for a period of fifteen (15) business days (the “Preemptive Period”) from the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitydelivery.

Preemptive Rights. Prior (a) In the event that the Company wishes to issue, grant or sell any shares of Common Stock (other than (i) shares of Common Stock issued to a Person in connection with a strategic investment representing more than 10% of the shares of Common Stock measured on a fully diluted basis as determined by the Board, (ii) shares of Common Stock issued pursuant to a stock option plan of the Company representing, in the aggregate, not more than 10% of the Common Stock outstanding or (iii) shares of Common Stock issued to a Company Employee representing, in the aggregate, not more than 10% of the Common Stock outstanding; PROVIDED, HOWEVER, that the aggregate amount of shares of Common Stock deemed to be issued to a Company Employee for purposes of this clause (iii) shall include any Shares sold by the LLC to any issuance Company Employee (and shall include any Shares sold by the LLC to a Company Employee as contemplated by the second sentence of Series A Parity Securities permitted under Section 5.11(b)(iii3(c) of this Agreement), but shall not include any shares of Common Stock issued pursuant to a stock option plan of the Company), the Partnership shall, by written Company shall give the Shareholders notice to the Series A Preemptive Rights Holders (the “Notice "ISSUE NOTICE") in writing stating, as to such proposed issuance, grant or sale, the amount of Issuance”)Shares to be issued, granted or sold, the cash price, if any, offer at which such Shares are to sell be issued, granted or sold (the "PROPOSED PRICE"), the percentage of such Series A Parity Securities Shares that each Shareholder shall have the right to the Series A Preemptive Rights Holders on acquire (determined as set forth below), and any other terms and subject conditions pertaining to conditions determined by such proposed issuance, grant or sale (the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the "PROPOSED CONDITIONS"). The Issue Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights constitute an irrevocable offer (open to purchase such Series A Parity Securities acceptance for a period of 15 days from the date of receipt by the Shareholders of the Issue Notice (the "ISSUE PERIOD")) to the Shareholders to participate, on a PRO RATA basis, in such transactionissuance, grant or sale. Notwithstanding Each Shareholder shall have the foregoingright to acquire up to that amount of Shares equal to its portion, in no event shall calculated on a fully-diluted basis, of the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners Shares of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby Shareholders at the Partnership acquires more than 50% of Proposed Price and otherwise upon the voting power or assets of such entityProposed Conditions.

Preemptive Rights. Prior The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”). In the event the Company proposes to undertake an issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii(in a single transaction or a series of related transactions), the Partnership shall, by written notice Company shall give to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Member written notice of its intent intention to exercise its right issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to purchase Series A Parity Securities within issue such New Securities. Each Member shall have ten (10) Business Days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed Period”) to have waived any and all rights agree in writing to purchase for cash up to such Series A Parity Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in such transaction. Notwithstanding the foregoing, in no event shall Preemptive Right Participation Notice by giving written notice to the Partnership be obligated to offer to sell Series A Parity Company and stating therein the quantity of New Securities to be purchased (not to exceed such Member’s Preemptive Right Share). If any Member fails to so respond in writing within the Series A Preemptive Rights Holders Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection 7.1 shall be consummated concurrently with the acquisition consummation of such entity the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Partnership Company may be reduced upon approval by mergerthe Board, consolidation, sale or exchange which shall require the approval of securities, purchase each Investor Director so long as the Investor Member holds a Common Percentage Interest of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.at least 30.0%). ARTICLE VIII

Preemptive Rights. Prior The Company shall not issue any Shares, other than (i) shares of Common Stock issued or issuable upon the conversion of shares of Preferred Stock (including shares of Preferred Stock issued pursuant to any issuance the Stock Split) or the exercise of the Stock Options, the Sutro Warrant, the Robinson-Humphrey Warrants, or the Key Employee Warrants, (ii) Key Emxxxxxx Xxxxxxxx xn the aggregate amounts and to the Persons set forth in Section 6.2 hereof, (iii) the Sutro Warrant, (iv) options and shares of Common Stock pursuant to stock option plans approved by the Board of Directors, (v) shares of Series A Parity Securities permitted under D Preferred Stock pursuant to Section 5.11(b)(iii)2.4 of the Series D Purchase Agreement, the Partnership shall, by written notice (vi) shares of Series E Preferred Stock pursuant to the Series A Preemptive Rights Holders (the “Notice E Purchase Agreement, including pursuant to Section 2.5 of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonableE Purchase Agreement, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (Avii) the number shares of Series A Preferred Units held by Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock pursuant to the Stock Split, or (viii) Shares issued in an Initial Public Offering, without first offering such Series A Preemptive Rights Holder on Shares to the date Rightholders in the manner set forth in Section 3.1 (excluding Sections 3.1.3(b) and (c)) as though the Company was a "Selling Securityholder," provided that the Company may propose an issuance without having identified a "Third Party Offeror" and the terms of the Notice "Third Party Offer" may be the terms of Issuance divided an offering as proposed by the Company. Each of the parties hereto waives all rights under Section 6.1 of the 1995 Securityholders Agreement (Bto the extent it was a party to such agreement) with respect to the issuance of (i) the aggregate number Sutro Warrant pursuant to the Series E Purchase Agreement; (ii) shares of Common Stock upon exercise of the Sutro Warrant; (iii) shares of Series E Preferred Stock pursuant to the Series E Purchase Agreement; (iv) shares of Common Stock upon conversion of the Series E Preferred Stock issued pursuant to the Series E Purchase Agreement; (v) shares of Series E Preferred Stock and Common Stock issuable pursuant to Section 2.5 of the Series E Purchase Agreement; (vi) shares of Common Stock issuable upon conversion of shares of Series E Preferred Stock issued pursuant to Section 2.5 of the Series E Purchase Agreement; (vii) shares of Series D Preferred Stock and Common Stock issuable pursuant to Section 2.4 of the Series D Purchase Agreement; (viii) shares of Common Stock issuable upon conversion of shares of Series D Preferred Stock issued pursuant to Section 2.4 of the Series D Purchase Agreement; (ix) options and shares of Common Stock pursuant to stock option plans approved by the Board of Directors; (x) shares of Series A Preferred Units held by all Stock, Series A Preemptive Rights Holders on B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock pursuant to the date Stock Split; and (xi) shares of Common Stock upon conversion of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Preferred Stock issued pursuant to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityStock Split.

Preemptive Rights. Prior In the event that the Company proposes to any undertake an issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiNew Units, it shall give to each of the Unitholders written notice of the proposed issuance, describing the New Units and setting forth the number of New Units that the Company proposes to issue and the price and other terms and conditions upon which the Company proposes to issue the New Units ("Issuance Notice"). Upon receipt of such Issuance Notice, each of the Partnership shallUnitholders shall have the right, but not the obligation, to purchase New Units at the price and on the other terms and conditions specified in the Issuance Notice, exercisable by written delivery of notice to the Series A Preemptive Rights Holders Company ("Preemption Notice") within twenty (20) calendar days from the “date of receipt of the Issuance Notice setting forth the number of Issuance”)New Units that the Unitholder, if anyindividually from the other Unitholders, offer elects to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled purchase. Such Unitholder's right to purchase New Units shall terminate if the Unitholder does not exercise such right (by delivery of the Preemption Notice) within the required time period. If any Unitholder elects to purchase New Units, then each such Unitholder shall purchase a portion number of such Series A Parity Securities the New Units equal to the quotient lesser of (Ai) the number of Series A Preferred New Units held by such Series A Preemptive Rights Holder on that the date Unitholder elected to purchase, or (ii) the Unitholder's Proportionate share of the Notice of Issuance divided New Units. However, if there are New Units left unpurchased by (B) Unitholders after the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date application of the Notice of Issuance; providedprevious sentence, then each Unitholder that the offer of such Series A Parity Securities shall not be on a basis less favorable elected to purchase more New Units than were allocated to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten Unitholder under the previous sentence (10an "excess election amount") Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership additionally be obligated to offer purchase a number of New Units equal to sell Series A Parity Securities (i) the number of New Units not allocated to any Unitholder under the previous sentence, multiplied by (ii) the ratio of the Unitholder's excess election amount to the Series A Preemptive Rights Holders pursuant aggregate excess election amount of all Unitholders. If existing Unitholders do not elect to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assetsNew Units that the Company proposes to issue, the Company may issue any excess New Units to any other Person or other reorganization whereby Persons upon the Partnership acquires more than 50% terms and conditions specified in the Issuance Notice and subject to the conditions and limitations of the voting power or assets of such entitythis Agreement.

Preemptive Rights. Prior Neither the Partnership nor the Corporation shall issue, or consent to or cause to be issued, any issuance of (i) additional Series A C Preferred Units not contemplated to be sold to Isosceles Investments, LLC pursuant to the Purchase Agreement, or (ii) other Parity Securities permitted under Section 5.11(b)(iii)or Senior Securities (collectively, the Partnership shall, by written notice to the Series A “New Equity Preemptive Rights Holders (the “Notice of IssuanceSecurities”), if any, offer without granting to sell such Holders of shares of Series A Parity Securities to C Preferred Units the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled option to purchase a pro rata portion of such New Equity Preemptive Securities offered in such transaction (such pro rata portion offered to each Holder of shares of Series A Parity Securities equal to the quotient of C Preferred Units determined by dividing (Ai) the number total Stated Value plus all accrued and unpaid distributions (including Accrued Distributions) on such unit (whether or not authorized or declared) of Series A C Preferred Units held owned by such Series A Holder immediately prior to such issuance of New Equity Preemptive Rights Holder on the date of the Notice of Issuance divided Securities by (Bii) the aggregate number total Stated Value plus all accrued and unpaid distributions (including Accrued Distributions) on all units (whether or not authorized or declared) of Series A C Preferred Units held by all Series A outstanding immediately prior to such issuance of New Equity Preemptive Rights Holders on the date of the Notice of IssuanceSecurities); provided, that each Holder shall have the offer of such Series A Parity Securities shall not be on a basis less favorable right to the Series A Preemptive Rights Holders than is offered to designate any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights Affiliates to purchase such Series A Parity pro rata portion of such New Equity Preemptive Securities offered in such transaction. Notwithstanding transaction in accordance with the foregoing, terms of this Section ‎12 so long as such Affiliate agrees to be bound by the customary obligations of such Holder incident to the ownership of such New Equity Preemptive Securities set forth in no event shall agreements such Holder is party to with the Partnership be obligated to offer to sell Series A Parity Securities to or the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by mergerCorporation, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityas applicable.

Preemptive Rights. Prior (a) In the event that the Company or any Appgate Entity proposes to issue New Securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person, in each case, the Partnership shallBoard of Managers shall provide written notice thereof to each Class C Common Rights Holder (an “Issuance Notice”). The Issuance Notice shall set forth (i) the Company’s or such Appgate Entity’s bona fide intention to offer such New Securities, (ii) the number of such New Securities that are available for issuance pursuant to this Section 3.04 and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) For a period of 10 days from delivery of the Issuance Notice, each Class C Common Rights Holder shall have the right to elect, by giving written notice to the Series A Company, to purchase up to its respective Preemptive Right Pro-Rata Percentage of the New Securities available for issuance pursuant to this Section 3.04. At the expiration of such 10 day period, the Company shall promptly notify in writing each Class C Common Rights Holder that elects to purchase its full Preemptive Right Pro-Rata Percentage of such New Securities (each a “Preemptive Right Electing Member”) of any other Class C Common Rights Holder’s failure to do so. For a period of 5 days (the “Subscription Period”) after the Company has delivered such notice, each Preemptive Right Electing Member may, by giving written notice to the Company, elect to purchase up to its Preemptive Right Pro-Rata Percentage of the New Securities that were not subscribed for by the other Class C Common Rights Holders pursuant to the first sentence of this Section 3.04(b). If at the end of the Subscription Period (i) there remain New Securities that have not been subscribed for by such Class C Common Rights Holder and the Preemptive Right Electing Members and (ii) there remain additional Preemptive Right Electing Members who wish to subscribe for additional New Securities, then the Company shall follow the procedures set forth in the second sentence of this Section 3.04(b) as frequently as necessary during the 2 day period immediately following the end of the Subscription Period until all such remaining New Securities have been fully subscribed for or there are no longer any Preemptive Right Electing Members who wish to subscribe for additional New Securities; provided, however, if at any time there is only one Preemptive Right Electing Member who wants to buy additional New Securities, such Preemptive Right Electing Member shall have the option to purchase up to the entire amount of the then available additional New Securities. (c) In the event that the Board of Managers determines in good faith that the Company or any Appgate Entity has a time sensitive need to issue New Securities to any Person and receive the applicable Capital Contributions or purchase price for such New Securities, the Board of Managers shall have the right to cause the Company or such Appgate Entity to issue any or all of such New Securities to one or more Class C Common Rights Holders (the “Notice Initial Subscribers”) prior to the expiration of Issuance”the applicable exercise periods set forth in Section 3.04(b) above. In the event that the Board of Managers exercises such right, not later than 90 days after the issuance of the New Securities pursuant to this Section 3.04(c), if any, the Company or such Appgate Entity shall offer to sell such Series A Parity Securities to the Series A Preemptive Class C Common Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all their respective rights to purchase such Series A Parity New Securities in such transaction. Notwithstanding the foregoingpursuant to Section 3.04(b) above and, in no the event that one or more Class C Common Rights Holder exercises such rights, the Initial Subscribers shall the Partnership be obligated to offer to sell Series A Parity Securities back to the Series A Preemptive Company such issued New Securities, and the Company or such Appgate Entity shall reissue such New Securities as necessary to put each Class C Common Rights Holders pursuant to this Section 5.11(b)(viii) Holder in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.same position,

Preemptive Rights. Prior to any the issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)any Partnership Securities, the Partnership shall, by written notice to the Series any Class A Preemptive Rights Holders with respect to such Partnership Securities (the “Notice of Issuance”), if any, offer to sell such Series A Parity Partnership Securities to the Series Class A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner in good faith to be reasonable, which offer shall be made on a Pro Rata pro rata basis such that each Series Class A Preemptive Rights Holder with respect to such Partnership Securities shall be entitled to purchase a portion of such Series A Parity Partnership Securities equal to the quotient of (Ax) the number of Series Class A Preferred Units held by such Series Class A Preemptive Rights Holder on the date of the Notice of Issuance divided by (By) the aggregate number of Series Class A Preferred Units held by all Series Class A Preemptive Rights Holders on the date of the Notice of IssuanceIssuance (or as the Class A Preemptive Rights Holders may at such time otherwise agree among themselves); provided, that the offer of such Series A Parity Partnership Securities shall not be on a basis less favorable to the Series Class A Preemptive Rights Holders than is offered contemplated with respect to any purchaser thereof who is not a Series Class A Preemptive Rights Holder; provided, further further, that (A) if any Series Class A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity such Partnership Securities within ten (10) Business Days of the Notice of Issuance, such Series Class A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series Partnership Securities in such transaction and (B) if any Class A Parity Preemptive Rights Holder waives or is deemed to have waived its right to purchase such Partnership Securities, the Partnership shall deliver a subsequent notice to each Class A Preemptive Rights Holder that previously elected to exercise its right to purchase Partnership Securities in such transaction, and such Class A Preemptive Rights Holders shall be entitled to exercise such right as if such right was initially granted to such Class A Preemptive Rights Holders; provided if any Class A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase such additional Partnership Securities within five (5) Business Days of such subsequent notice, such Class A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Partnership Securities in such transaction. Notwithstanding the foregoing, Any Partnership Securities in respect of which no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series Class A Preemptive Rights Holders Holder has elected to purchase pursuant to the provisions of this Section 5.11(b)(viii5.10(j) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity may be sold by the Partnership by mergerprior to the date that is 90 days following the Notice of Issuance, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby on terms not materially less favorable to the Partnership acquires more than 50those included in the Notice of Issuance; provided, however, that if the Partnership proposes to sell such Partnership Securities at a price that is less than 10% of the voting power or assets price set forth in the Notice of Issuance, the Partnership shall provide written notice of such entity.proposed transaction to the Class A

Preemptive Rights. Prior The Company may at any time issue additional shares of Common Stock to any issuance third party at fair market value, as determined in good faith by a majority of Series A Parity Securities permitted under Section 5.11(b)(iii)the directors of the Company, so long as, after such issuance, the Partnership shallFounders' Percentage is not reduced to less than 17%. If the Company intends to issue additional shares of Common Stock to a third party such that the Founders would own in the aggregate less than 17% of the Common Stock, by the Company shall deliver to the Founders a written notice at least 30 days prior to such proposed issuance. The Founders shall have the right, exercisable upon irrevocable written notice delivered to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities Company at least 10 days prior to the Series A Preemptive Rights Holders on terms and subject date of proposed issuance, to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis purchase additional shares of Common Stock such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion after such issuance, the Founders would own in the aggregate no more than 17% of the Common Stock; provided that the Founders may exercise their preemptive rights only if the Founders in the aggregate exercise such Series A Parity Securities equal rights with respect to the quotient maximum number of (A) shares of Common Stock permitted hereunder. If some but not all of the Founders exercise such right, the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on shares issuable to each exercising Founder shall bear the date of the Notice of Issuance divided by (B) same proportion to the aggregate number of Series A Preferred Units shares issuable to all exercising Founders as the number of shares held by such exercising Founder prior to such issuance bears to the aggregate of shares held by all Series A Preemptive Rights Holders on exercising Founders. 5.3 FOUNDERS' "TRUE-UP" OPTION On or prior to the date last day of the Notice Grace Period, the Founders shall have the option, exercisable by Telcom on behalf of Issuancethe Founders, to pay to the Company an amount equal to each Shareholder's Loan plus accrued interest thereon (together, the "Antidilution Payment"). The Company shall deliver to Telcom a notice setting forth the calculation of the Antidilution Payment at least 30 days prior to the last day of the Grace Period; provided that the failure of the Company to deliver such calculation in a timely manner shall not affect the parties' rights and obligations hereunder; provided, further, that if such notice is not delivered in a timely manner, Telcom shall pay the Antidilution Payment upon the later of the last day of the Grace Period and 15 days after delivery of such notice. Any Antidilution Payment shall be free of all withholding with respect to taxes of any nature, and if the Founders are required by applicable law to make any such withholding with respect to any such payment, such Antidilution Payment shall be increased so that after making all required withholdings, the Company shall receive an amount equal to the amount it would have received had such withholdings not been made. Upon receipt in full of the Antidilution Payment, the Company shall (a) issue to the Founders on a pro rata basis, based on the number of shares then owned by each Founder, shares of Common Stock such that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days percentage of the Notice Common Stock owned by the Founders after such transfer equals the Founders' Percentage and (b) repay any Shareholders' Loans, including accrued interest thereon. If the Founders do not make the Antidilution Payment on the last day of Issuancethe Grace Period, such Series A Preemptive Rights Holder (a) the Founders' interests in dividends and other cash or noncash distributions by the Company shall thereafter be deemed proportionate to have waived their respective shareholdings in the Company and (b) the Company shall convert any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding Shareholders' Loans, including accrued interest thereon, into shares of Common Stock based on the foregoing, in no event shall valuation of the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities Common Stock issued to the owners of another entity in connection with Shareholders at the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all time of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.relevant Shareholders' Loan. 5.4

Preemptive Rights. Prior to If the Company authorizes the issuance or sale of any issuance Interests (except for issuances on the date of Series A Parity Securities permitted under Section 5.11(b)(iiithis Agreement and except for issuances on or before November 3, 2009 if LAKES OHIO DEVELOPMENT LLC is offered at least 10% of the total Interests issued), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Company shall first offer in writing (the “Notice of IssuancePreemptive Rights Notice”), if any, offer ) to sell to LAKES OHIO DEVELOPMENT LLC or the successor to its Interests 10% of such Series A Parity Securities Interests. LAKES OHIO DEVELOPMENT LLC or the successor to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder its Interests shall be entitled to purchase a portion up to 10% of such Series A Parity Securities equal Interests being issued or sold by notifying the Company in writing within three business days after the delivery of the Preemptive Rights Notice. The closing of such purchase shall take place on the first closing date of the same Interests offered to others. LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be entitled to purchase such Interests at the most favorable price and on the most favorable terms that such Interests are to be offered in such transaction; provided that notwithstanding the foregoing, in the event that the Company is issuing more than one type or class of Interests in connection with such issuance, LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be required to acquire all such types and classes of Interests in the same form as they are being offered to others. Such Interests specified in the Preemptive Rights Notice that are not purchased by LAKES OHIO DEVELOPMENT LLC or the successor to its Interests pursuant to the quotient terms of this Section 2.7 may be issued and sold by the Company (A) on terms no less favorable than the number of Series A Preferred Units held by terms offered in such Series A Preemptive Rights Holder on Notice) within 90 days of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of Notice. Any Units not issued within such Series A Parity Securities shall not 90-day period will be on a basis less favorable subject to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice provisions of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity2.7 upon subsequent issuance.

Preemptive Rights. Prior If at any time after the Closing Date and prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)the Cessation Date, the Partnership shallCompany shall propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance or sale of any New Securities, then each Lender shall have the right to purchase that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that such Lender would after the issuance and sale of all such New Securities, hold the same proportional interest of the then outstanding shares of Common Stock (assuming that any outstanding securities or other rights, including the Notes, convertible or exchangeable into Common Stock have been converted or exchanged) as was held by such Lender immediately prior to such issuance and sale (the "Proportionate Percentage"). The Company shall give each Lender written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the same. Each Lender shall have ten (10) Business Days from the giving of such notice to agree to purchase all (or any part) of its Proportionate Percentage of New Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity New Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent purchased. If Lenders fail to exercise its in full such right to purchase Series A Parity Securities within ten (10) Business Days of Days, the Notice of Issuance, such Series A Preemptive Rights Holder Company shall be deemed have one hundred twenty-five (125) days thereafter to have waived any and all rights to purchase such Series A Parity sell the New Securities in such transaction. Notwithstanding the foregoingrespect of which Lenders' rights were not exercised, in at a price and upon general terms and conditions no event shall the Partnership be obligated to offer to sell Series A Parity Securities more favorable to the Series A Preemptive Rights Holders buyers thereof than specified in the Company's notice to Lenders pursuant to this Section 5.11(b)(viiiSection. If the Company has not sold the New Securities within such one hundred twenty-five (125) day period, the Company shall not thereafter issue or sell any New Securities, except by giving Lenders the right to purchase their Proportionate Percentage in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitymanner provided above.

Preemptive Rights. Prior The Stockholders Agreement will provide that if, other than pursuant to the Equity Incentive Plan and the Management Incentive Plan, the Board decides to issue additional shares of Common Stock (or Preferred Stock or other equity interests or securities convertible into equity interests of the Company and its Subsidiaries) to any issuance party (including any then-current stockholder), other than in a pro rata distribution to all holders of Series A Parity Securities permitted under Section 5.11(b)(iiiCommon Stock and other customary exceptions as set forth in the Stockholders Agreement, the Company must make an offer to permit each holder (or group of affiliated parties) party to the Stockholders Agreement holding in the aggregate 0.5% or more of the Company’s Common Stock (on a fully diluted basis) to purchase its pro rata portion of such additional shares on the same terms and conditions. The Stockholders Agreement will further provide that the Company and its Subsidiaries may issue additional shares of Common Stock (or Preferred Stock or other equity interests or securities convertible into equity interests) without first complying with the foregoing preemptive rights provisions if following the proposed issuance, the Company provides all applicable holders with the right to purchase its pro rata portion of any additional shares it may otherwise be entitle d to purchase in accordance with the preemptive rights procedures as set forth in the Stockholders Agreement. Tag-Along Rights: The Stockholders Agreement will provide that if one or more holders of Common Stock (such selling holders, the “Initiating 3 The provisions of this Term Sheet shall be reflected in the certificate of incorporation, bylaws and/or a shareholders agreement as necessary or desirable to give effect to such provisions in a manner that is both consistent with the Delaware General Corporation Law and permits the DTC eligibility of the Common Stock. Holders”) agree to sell shares of Common Stock representing at least 20% of the then- issued and outstanding shares of Common Stock (on a fully diluted basis) in any transaction (or series of related transactions), the Partnership shallInitiating Holders must arrange for each other stockholder of the Company party to the Stockholde rs Agreement holding at least 1% of the then-issued and outstanding shares of Common Stock (on a fully diluted basis) to have the opportunity to include in such sale a corresponding percentage of the shares of Common Stock owned by such other stockholder at the same price per share and on the same terms as the Initiating Holders. However, this tag-along right will not apply to any transfer of shares of Common Stock by such a stockholder to its affiliates. The tag-along right may be exercised by any stockholder delivering a written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on Company or a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date designated representative of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Initiating Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.seven

Preemptive Rights. Prior (a) If the Corporation proposes to issue or sell any issuance of Series A Parity New Securities permitted under (as defined in this Section 5.11(b)(iii)5.1) after the date hereof, the Partnership shall, by written notice to the Series A Corporation shall notify in writing each Preferred Shareholder (each a “Preemptive Rights Holders Right Holder”) of such proposed transaction (the “Notice of IssuancePreemptive Right Notice”). The Preemptive Right Notice shall describe the proposed issuance or sale, if any, identify the proposed buyer and contain an offer to sell such Series A Parity Securities to each Preemptive Right Holder, at the same price and for the same consideration (subject to the Series A Preemptive Rights Holders on terms and subject last sentence of this paragraph) to conditions determined be paid by the General Partner proposed buyer, additional New Securities of the same class and type being offered to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities the proposed buyer in an amount equal to the quotient of product obtained by multiplying (Ai) the number of Series A New Securities being offered to the proposed buyer by (ii) a fraction, (x) the numerator of which is the number of shares of Preferred Units Stock and Conversion Common Shares held by such Series Preemptive Right Holder (calculated on a Fully-Diluted Basis) and (y) the denominator of which is the total number of shares of Preferred Stock and Conversion Common Shares then outstanding (on a Fully-Diluted Basis). If the purchase price for the New Securities to be paid by the proposed buyer is in some form other than cash, then a Preemptive Right Holder may pay for the additional New Securities it is entitled to purchase hereunder in cash (with the fair market value of any non-cash consideration to be paid by such buyer to be determined in good faith by the Board). A Preemptive Rights Right Holder on shall have 15 days from the date receipt of the a Preemptive Right Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that to accept the offer contained in such Preemptive Right Notice, and any purchase of such Series A Parity New Securities shall not be on by a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Right Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners made within 30 days of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all receipt of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of Preemptive Right Notice by such entityPreemptive Right Holder.

Preemptive Rights. Prior (a) If the Company or any of its Subsidiaries proposes to issue additional equity securities, including any warrants, options or other rights to acquire equity of the Company or any of its subsidiaries or debt securities that are convertible into or exchangeable or exercisable for equity securities of the Company or any of its Subsidiaries (with the exception of any issuance (i) in connection with any acquisition of assets of another Person by the Company or any of its Subsidiaries, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise (excluding any issuance for purposes of financing such transaction) approved by the Board and the requisite holders of the Series A Parity E Preferred Stock and Series E-2 Preferred Stock to the extent required under the Series E Certificate of Designation, (ii) Exempted Securities permitted under Section 5.11(b)(iii(as such term is defined in the Series E Certificate of Designation), (iii) in an underwritten public offering resulting in gross proceeds of at least $50,000,000 and at a price per share pursuant to which the Company’s market capitalization would be at least $175,000,000 and (iv) approved by holders of the majority of the Series E Preferred Stock and Series E-2 Preferred Stock, voting as a separate class (in each case, having been approved in accordance with the terms of this Agreement and the Series E Certificate of Designation, to the extent applicable)) (“Preemptive Securities”), the Partnership shall, by Company shall provide written notice (an “Issuance Notice”) to each holder of Preferred Securities of such anticipated issuance no later than twenty-two (22) Business Days prior to the Series A Preemptive Rights Holders (anticipated issuance date. Such notice shall set forth the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on principal terms and subject to conditions determined by of the General Partner issuance, including a description of the Preemptive Securities proposed to be reasonableissued, which offer the proposed purchase price for such Preemptive Securities and the anticipated issuance date. Each holder of Preferred Securities shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled have the right to purchase a portion number of such Series A Parity Preemptive Securities equal to the quotient of determined by multiplying (Ai) the number of Series A Preemptive Securities proposed to be issued, by (ii) a fraction, the numerator of which is the number of shares of Preferred Units Stock held by such Series A Stockholder on an as-converted basis at the time the Issuance Notice for such Preemptive Rights Holder Securities is given and the denominator of which is the total number of shares of the Company’s Common Stock issued and outstanding on a fully-diluted, as converted, basis on the date of the Issuance Notice (the “Pro Rata Portion”). Each holder of Issuance divided by (B) Preferred Securities that desires to purchase Preemptive Securities at the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders price and on the date of terms and conditions specified in the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Company’s notice must deliver an irrevocable written notice to the Series A Company (a “Preemptive Rights Holders Exercise Notice”) no later than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days after the delivery of the Notice Issuance Notice, setting forth (x) the number of Issuance, such Series A Preemptive Rights Holder Securities for which such right is exercised (which such number shall not exceed such Stockholder’s Pro Rata Portion of such Preemptive Securities) and (y) the maximum number of additional Preemptive Securities that such Stockholder would be deemed to have waived any and all rights willing to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition excess of such entity by Stockholder’s Pro Rata Portion in the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, event that any other Stockholder or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets Person entitled to exercise preemptive rights with respect to such issuance elects not to purchase its full Pro Rata Portion of such entityPreemptive Securities.