Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In If the event that Company or any of its subsidiaries proposes to issue, offer, sell or otherwise Transfer to any person (i) Equity Securities in the Purchaser Beneficially Owns Company or such subsidiary, or (ii) any rights to subscribe for or purchase pursuant to any option or otherwise any Equity Securities of the Company or any of its subsidiaries, in each case except as provided in Section 2 (each, a “New Issuance”), or enter into any contracts relating to a New Issuance, the Company shall provide written notice to each member of such proposed New Issuance at least 20% fifteen (15) Business Days in advance of the aggregate anticipated issuance date (the “New Issuance Notice”), which shall set forth the identity of the proposed purchaser, the number of Equity Securities proposed to be offered (the “Offered Securities”), the cash purchase price per security (the “Offering Price”), the anticipated issuance date and the other material terms and conditions of such New Issuance. Each member shall have the right to purchase for cash up to its Pro Rata Share of the Offered Securities (which, in the case of a New Issuance by a subsidiary of the Company shall be determined on a look-through basis, based on its indirect percentage of the outstanding common shares of NewCo Common Stock then outstandingsuch subsidiary), if NewCo engages in any transaction involving at the direct or indirect sale or issuance of Covered Securities by NewCo price per security and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and otherwise on the same terms and conditions as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionNew Issuance. (b) If NewCo proposes A member may elect to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit exercise its preemptive rights with respect to such New Issuance by delivering an irrevocable written notice (the a “Notice of Preemptive RightsSection 1 Notice”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction Company within ten (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 10) Business Days after the date the New Issuance Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number maximum percentage of Covered the Offered Securities that such member desires to hold following the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described New Issuance. If a member does not deliver a Section 1 Notice in the Notice accordance with this Section 1, then such member shall be deemed to have elected not to exercise its preemptive rights with respect to such New Issuance. For purposes of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation this Article I, an exercising member may allocate its portion of the sale set forth in the Notice Offered Securities among one or more of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred its Affiliates at the same timediscretion of such exercising member. (c) At least three (3) Business Days prior to the consummation of any New Issuance, the Company shall provide written notice to each electing member, which shall set forth the actual issuance date (determined in accordance with the following sentence) and such electing member’s Pro Rata Share or such lesser percentage set forth in such member’s Section 1 Notice. For purposes of clarity, if the Company or any of its Subsidiaries consummates such New Issuance and the total number of Offered Securities to be sold is less than the number set forth in the New Issuance Notice, then each electing member shall purchase such electing member’s Pro Rata Share or such lesser percentage set forth in such member’s Section 1 Notice based on such reduced number of Offered Securities. Any Covered New Issuance shall be consummated on the later of (a) the proposed issuance date for such New Issuance set forth in the New Issuance Notice and (b)the fifth (5th) Business Day following the date on which all regulatory and governmental licenses, registrations, approvals and consents required for the New Issuance are received and all applicable waiting periods have expired or been waived or terminated (provided, however, that the Company and the electing members shall each use their commercially reasonable efforts to obtain such licenses, registrations, approvals or consents). If any of the members fails to exercise its preemptive rights under this Section 1 or elects to exercise such rights with respect to less than such member’s full Pro Rata Share (the difference between such member’s Pro Rata Share and the number of Offered Securities covered for which such member exercised its preemptive rights under this Section 1, the “Excess Shares”), any participating member electing to exercise its rights with respect to its full Pro Rata Share (a “Fully Participating Member”) shall be entitled to purchase from the Company an additional number of Offered Securities up to the aggregate number of Excess Shares, provided that such Fully Participating Member shall only be entitled to purchase up to that number of Excess Shares equal to the lesser of (i) the number of Excess Shares it has elected to purchase and (ii) the number of Excess Shares equal to the product of (A) the number of Excess Shares and (B) the quotient obtained by a Notice dividing (1) the total number of Preemptive Rights which are not purchased Ordinary Shares then owned by such Fully Participating Member by (2) the total number of Ordinary Shares then owned by all Fully Participating Members exercising their rights pursuant to this sentence (assuming the conversion of all Preference Shares held by the Purchaser pursuant Fully Participating Members into Ordinary Shares in each of clauses (1) and (2) above). (d) If the members do not elect to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration purchase all of the 15 Business Day period specified Offered Securities in accordance with this Section 8.12(b); provided that each 1, then the Company may, within 90 days from the date of delivery of the New Issuance Notice, offer, sell or otherwise Transfer any remaining portion of the Offered Securities to any Person or Persons at a price or prices equal to or greater than the Offering Price and the on other terms and conditions of such sale are not more favorable in the aggregate to such third parties the other purchasers than as those set forth in the New Issuance Notice. If more than 90 days elapse from the date of delivery of the New Issuance Notice without the consummation of Preemptive Rightssuch Transfer of the remaining portion of the Offered Securities, the Company’s right to consummate such Transfer shall expire and the Company shall be required to comply with the procedures set forth in this Section 1 prior to offering, selling or otherwise transferring to any Person the Offered Securities. The election by a member not to exercise its preemptive rights under this Section 1 in any one instance shall not affect its right (other than in respect of a reduction in its Pro Rata Share) as to any future New Issuances under this Section 1. (e) Any New Issuance without first giving the members the rights described in this Section 1 shall be void ab initio and of no force and effect. The preemptive rights of a member hereunder may not be transferred, sold, assigned or otherwise disposed of, except to a Permitted Transferee of such member, and any purported disposition in violation hereof shall be void and of no force or effect. (f) There shall be no liability on the part of the Company, the Board of Directors or any member if a New Issuance is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a New Issuance shall be in the sole and absolute discretion of the Board of Directors. (g) Notwithstanding anything to the contrary contained herein, the preemptive rights of the members under this Section 1 shall be deemed satisfied with respect to any sale or issuance of Covered Offered Securities if within thirty (30) days following the sale of any Offered Securities by the Company to one or more Persons who are not, in each case, a holder of at least 3% of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) or an Affiliate of such holder (each, an “Initial Purchaser”), the Company offers to sell to each member on the same terms (including the price per share) as the Initial Purchasers purchased such Offered Securities the number of Offered Securities which each member (other than in compliance any Initial Purchasers) would have been entitled to purchase with this respect to such issuance of Offered Securities pursuant to Section 8.12(c) will require delivery of a new Notice of Preemptive Rights1(a).

Preemptive Rights. (a) In Subject to Section 2.3(d), in the event that the Purchaser Beneficially Owns Company proposes to issue additional Securities (collectively, “New Issuances”), the Company shall deliver to the Investors a written notice of such proposed New Issuance, setting forth the amount of the additional Securities, the price per share and the general terms of such New Issuance (the “Participation Notice”), at least 20% thirty (30) days prior to the date of the aggregate number proposed New Issuance (the period from the date of shares such notice until the date of NewCo Common Stock then outstandingsuch proposed New Issuance, if NewCo engages in the “Subscription Period”). (b) Subject to Section 2.3(d), each Investor shall have the right, exercisable at any transaction involving time during the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% first fifteen (15) days of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, Subscription Period by delivering written notice to the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price Company and on the same terms as those of the proposed New Issuance, to subscribe for not more than its New Issuance Ownership Percentage of any such Covered additional Securities are offered(each, up to an amount (a “Participating Investor”, or, collectively, the “AmountParticipating Investors”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction). (bc) If NewCo proposes to engage Notwithstanding the foregoing provisions of this Section 2.3, in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (event that the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms Board determines that time is of the proposed sale or essence in completing any New Issuance subject to this Section 2.3, the Company may proceed to complete such issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept Subscription Period, so long as provision is made in such offer by written notice issuance such that subsequent to NewCo setting forth the number of Covered Securities Subscription Period either (i) the purchaser(s) will be obligated to Transfer that the Purchaser intends to purchase. The consummation portion of such purchase Securities to any Participating Investors properly electing to participate in such issuance pursuant to this Section 2.3 sufficient to satisfy the terms of this Section 2.3 or (ii) the Company shall issue such additional Securities to those Participating Investors properly electing to participate in such issuance pursuant to this Section 2.3, sufficient to satisfy the terms of this Section 2.3. Notwithstanding the foregoing, the Company may not avail itself of the terms of this Section 2.3(c), if as a result thereof, any regulatory requirement applicable to the Company or its Subsidiaries would reasonably be expected to prevent one or more of the Investors from exercising their preemptive rights pursuant to this Section 2.3 by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCoCompany’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeregulators. (cd) Any Covered This Section 2.3 shall not apply to any of the following (provided that the Persons that subscribe for any such Securities covered execute a counterpart to this Agreement or are indirectly bound by a Notice this Agreement) to: (i) the issuance or grant of Preemptive Rights Securities to directors, officers, employees or consultants of the Company or any of its Subsidiaries, including Permitted Equity Issuances, after the date hereof pursuant to any management equity plan or other equity-based employee benefits plan of the Company, which are not purchased in each case has been approved by the Purchaser Board or any duly authorized committee thereof in its good faith reasonable judgment; (ii) the issuance or sale of Securities in a Public Offering; (iii) the issuance, grant or sale of Securities to a seller or its designee in connection with and as consideration for the Company’s or any of its Subsidiaries’ direct or indirect acquisition of, or business combination with, a Person (other than Wengen or an Affiliate of Wengen), which acquisition or other business combination has been approved by the Board or any duly authorized committee thereof; (iv) the issuance or sale of Securities pursuant to Section 8.12(bany joint venture, partnership or other strategic transaction with any Person (other than Wengen or an Affiliate of Wengen), and primarily for purposes other than raising capital, which in each case has been approved by the Board or any duly authorized committee thereof in its good faith reasonable judgment; (v) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration issuance of Securities in connection with Permitted Acquisitions (as defined in the Debt Documents); (vi) the issuance of Securities in connection with Permitted Investments (as defined in the Debt Documents), provided that, in the case of the 15 Business Day period specified in Section 8.12(bforegoing clauses (i) (solely with respect to Permitted Equity Issuances), (iii), (iv), (v), and (vi), the aggregate number of all Securities issuable pursuant thereto shall under no circumstance exceed, on a cumulative basis, ten percent (10%) of the total shares of Common Stock as of the Closing Date calculated on a fully diluted basis (the “10% Threshold”); provided and provided, further, that each any issuance, grant or sale of Securities in connection with a transaction contemplated by any of the price foregoing clauses (i) (solely with respect to Permitted Equity Issuances), (iii), (iv), (v) and the other terms and conditions of such sale are (vi), shall not more favorable to such third parties than as set forth be included in the Notice denominator when determining the calculation of Preemptive Rights. For the avoidance of doubt, any sale or 10% Threshold; (vii) the issuance of Covered Securities other than pursuant to the terms of Securities which have been issued, sold or granted in compliance with this Section 8.12(c2.3; (viii) any issuance of Securities in connection with a Syndication Transaction or Forced Liquidity Transaction; or (ix) any issuance of Securities in connection with any stock split, stock dividend or recapitalization paid on a proportionate basis to all holders of the affected class of equity interest, which in each case has been approved by the Board or any duly authorized committee thereof. (e) If any Participating Investor shall have elected to subscribe for the additional Securities pursuant to this Section 2.3, on either (x) the date such Securities are issued or (y) to the extent that such Participating Investor is required to make a capital call to fund the purchase price under its organizational documents, the later of the date such Securities are issued or twelve (12) Business Days following the capital call (provided that such capital call shall be made no later than the date on which the Subscription Period ends): (i) such Participating Investor shall pay the applicable purchase price for the additional Securities that it has subscribed for to the Company; (ii) the Company shall issue to such Participating Investor the Securities that such Participating Investor has subscribed for free and clear of all Liens or rights of third parties and cause such Participating Investor’s name to be entered in the register of shareholders against payment of its applicable purchase price and deliver to such Participating Investor a certified copy of an extract of the Company’s register of shareholders evidencing issuance of the Securities registered in the name of such Participating Investor; and (iii) the Company and such Participating Investor shall take all other necessary actions to consummate the subscription. (f) If at the end of sixty (60) days following the date of the effectiveness of the Participation Notice, the Company has not consummated the New Issuance on the terms and conditions specified in such Participation Notice, each Participating Investor will require delivery be released from any obligation to purchase the Securities in such New Issuance, the Participation Notice will be null and void, and it will be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 2.3 separately complied with in order to consummate any New Issuance subject to this Section 2.3. (g) For purposes of this Section 2.3, each Participating Investor may aggregate, on a new Notice pro rata basis, its New Issuance Ownership Percentage with the New Ownership Percentage of Preemptive Rightsany other Investors to the extent that such other Investors do not elect to purchase their respective New Issuance Ownership Percentage.

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% Company should determine to (i) authorize and issue any shares of its capital stock or other equity securities (other than securities issued (A) pursuant to the conversion of the aggregate number Series B Shares, (B) pursuant to the exercise of the Warrants, (C) pursuant to the acquisition of another 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 rights established by this Section 14 apply with respect to the initial sale or grant by the Company of such rights or agreements (other than the rights or agreements described in clause (F) below), (E) 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 for the account of the Company and/or selling shareholders to the 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 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 accordance with the 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 shares to Stockholders or Warrant holders who have agreed to purchase all of the shares previously offered. Such additional offer or offers shall be made for a period of 10 days to each of such Stockholders 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 NewCo Common Stock then outstanding, if NewCo engages in any transaction involving 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 direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser Company to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed third party who agrees to be offered at bound by the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price this Agreement and who shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionbecome a Stockholder hereunder. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance For purposes of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice any calculation of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that shares of Voting Shares held or outstanding under this Section 14, the Purchaser intends conversion of all securities convertible into or exchangeable for Voting Shares and the exercise of all outstanding rights, options and warrants to purchase. The consummation of such purchase by the Purchaser acquire Voting Shares shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeassumed. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. If at any time the Company proposes to grant, issue or sell any Equity Securities (ain each case, other than any Permitted Issuances) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in to any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount Person (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Purchase Rights”) then it shall give the Investor Parties written notice of its intention to do so, describing the Equity Securities 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 terms 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 Purchaser disclosing Company and stating therein the terms quantity of such Equity Securities to be purchased. If not all of the proposed sale or issuance transaction Investor Parties elect to purchase their Pro Rata Share of the Equity Securities subject to the Purchase Rights, then the Company shall promptly notify in writing the Investor Parties who have elected to purchase their full Pro Rata Share of such Equity Securities and shall offer such Investor Parties the right to acquire such unsubscribed shares on a pro rata basis (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issuedbased on Pro Rata Shares). The Notice Investor Parties shall have fifteen (15) days after receipt of Preemptive Rights will include an offer such notice to notify the Purchaser Company of their election to purchase all or a portion thereof of the unsubscribed shares. If the Investor Parties have, in the aggregate elected to purchase more than the number of unsubscribed shares being offered in such notice, then the unsubscribed shares shall be allocated according to each Investor Party’s Pro Rata Share up to the Purchaser’s Amount number of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as unsubscribed shares set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior notice to the expiration 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 period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred purchasers’ rights were not exercised, at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other upon terms and conditions of such sale are not no more favorable to such third parties the purchasers thereof than as set forth specified in the Notice of Preemptive RightsCompany’s notice to the Investor Parties pursuant to this Section 3.2. For If the avoidance of doubtCompany has not sold such Equity Securities within such ninety (90) days, the Company shall not thereafter issue or sell any sale or issuance of Covered Equity Securities (other than in compliance Permitted Issuances) without first again complying with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights3.2.

Preemptive Rights. (a) In As soon as practicable after determining to issue any Capital Stock or securities convertible into, exercisable or exchangeable for, Capital Stock (“Purchase Right Shares”), but in any event no fewer than twenty (20) Business Days prior to entering into a binding agreement to issue Purchase Right Shares to any Person other than Xxxxxxx or its Related Persons (a “Purchase Right Transaction”), the event that the Purchaser Beneficially Owns at least 20% Company shall, in writing, offer, subject to consummation of the aggregate number Purchase Right Transaction, to sell to Xxxxxxx (which offer may be assigned by Xxxxxxx to a Related Person of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving Xxxxxxx) the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered Purchase Right Share Amount at the per share purchase price implied from Purchase Right Share Price. The Company shall describe the transaction proposed Purchase Right Transaction in reasonable detail in such written offer, including the range of prices (which may be expressed in terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed discount and/or premium to be the trading price of the NewCo Common Capital Stock at the close of time the business on Company enters into a binding agreement to issue Purchase Right Shares) within which the day immediately prior Company reasonably expects to sell Purchase Right Shares in the public disclosure or announcement of such transactionPurchase Right Transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance For purposes of Covered Securities described in this Section 8.12(a) above5.2, NewCo will first submit written notice (the “Notice of Preemptive Rights”) Purchase Right Share Price” shall be the lowest purchase price (which need not be determined until the time at which the Company enters into definitive documentation with respect to the Purchaser disclosing Purchase Right Transaction), if any, to be paid by a subscriber for or recipient of Purchase Right Shares in the terms Purchase Right Transaction; and the “Purchase Right Share Amount” shall be that number of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, Purchase Right Shares as is equal to the amount obtained by multiplying the total number of securities or aggregate principal amountPurchase Right Shares by a fraction, as applicablethe numerator of which is the number of shares of Common Stock beneficially owned by Xxxxxxx, and the type denominator of securities to be sold or issued). The Notice which is the total number of Preemptive Rights will include an shares of Common Stock (excluding shares of Common Stock held in treasury) outstanding, in each case as of the time that the Company makes the offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser Xxxxxxx pursuant to Section 8.12(b5.2(a) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightshereof.

Preemptive Rights. The Company agrees that during the period prior to an Initial Public Offering (aas such term is defined in the Company’s Limited Liability Company Agreement) In 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 event that Company’s Limited Liability Company Agreement) to any person who is an owner of Class A Common Units on the Purchaser Beneficially Owns 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 least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offeredthe sale or issuance to the Current Class A Holder(s), up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate a number of outstanding shares of NewCo Class A Common Stock Units such that, if purchased by Gaer, would result in Gaer maintaining the same percentage interest in the Company immediately following after such sale or issuance as Gaer owned immediately prior to such sale or issuance; provided, that, if the transaction . The Company shall notify Gaer in writing at issue is an acquisition, merger or other least 5 business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, days before any such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (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 will set forth all material terms, including price, shall specify the number of securities or aggregate principal amount, as applicable, Class A Common Units that Gaer is entitled to purchase and the type of securities to be sold or issued)purchase price therefor. The Notice of Preemptive Rights will include an offer to Gaer shall have the Purchaser right, but not the obligation, to purchase up to the Purchaser’s Amount number of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer Class A Common Units as set forth are specified in the Notice of Preemptive Rights will remain open for notice by delivering a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the Company (which written notice shall specify the number of Covered Securities Class A Units (if any) that the Purchaser intends Gaer has elected to purchase. The consummation ) within 3 business days of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation Gaer’s receipt of the 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 described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(bissuance); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, the rights specified in this Section 5.04(b) shall not apply to any offer, sale or issuance by the Company of Covered Securities any Non-dilutive Common Units (as such term is defined in the Company’s LLC Agreement), nor shall it apply to any Class A Common Units offered, sold or issued by the 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 than compensation agreement that is in compliance with this Section 8.12(ceffect as of the date of Closing and which does not exceed the number of Units reserved for such Incentive Plan as of the date of Closing; (B) will require delivery the conversion or exchange of a new Notice any securities of Preemptive Rightsthe Company outstanding on the date hereof into Class A Common Units; (C) any acquisition by the Company or any subsidiary of the Company of any equity interest, asset, property or business of any person or any merger, consolidation or other business combination involving the Company or any subsidiary of the Company; (D) any public offering of securities of the Company; or (E) any subdivision or split of the Class A Units.

Preemptive Rights. (a) In Except in the event that case of Excluded Securities (as hereinafter defined), the Purchaser Beneficially Owns at least 20Company shall not, from the Closing until BellSouth no longer owns 5% of the aggregate issued and outstanding Common Stock (calculated as though all shares of Preferred Stock are converted into Common Stock), issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) capital stock, (ii) any other equity security of the Company, (iii) any debt security of the Company which by its terms is convertible into or exchangeable for any equity security of the Company or has any other equity feature, (iv) any security of the Company that is a combination of a debt and equity security or (v) any warrant or other right to subscribe for, purchase or otherwise acquire any security of the Company specified in the foregoing clauses (i) through (v) (an "Equity Financing") unless the Company shall have first offered (the "Offer") to sell to each Major Holder (x) in the case of an acquisition by the Company of any Person (an "Acquisition"), such number of shares of NewCo Common Stock then outstandingas shall be necessary for such Major Holder to maintain the same percentage interest (disregarding, for purposes of determining such percentage, any shares of Common Stock held by such Major Holder other than Purchased Shares and Conversion Shares) in the Company's Common Stock after the consummation of such Acquisition (calculated as though (I) all shares of Preferred Stock are converted into Common Stock and (II) each Major Holder will accept such Offer) (such number of shares of Common Stock, the "Offered Securities"), at a cash purchase price per share of Common Stock equal to (A) the value of the Person being acquired, divided by (B) the number of shares of Common Stock to be issued in connection with such Acquisition (excluding any shares of Common Stock to be issued pursuant to this Section 3.4) (such purchase price per share to be equitably adjusted if NewCo engages any portion of the purchase price to be paid by the Company in connection with such Acquisition will not consist of shares of Common Stock), and on such other material terms and conditions as shall have been reasonably specified by the Company in writing and delivered to such Major Holder or (y) in any transaction involving the direct or indirect sale or issuance case other than an Acquisition, such Major Holder's proportionate percentage (disregarding, for purposes of Covered Securities determining such percentage, any shares of Common Stock held by NewCo such Major Holder other than Purchased Shares and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% Conversion Shares) of the aggregate securities specified in the foregoing clauses (i) through (v), based on the number of outstanding shares of NewCo Common Stock immediately following (calculated as though all shares of Preferred Stock are converted into Common Stock) (such sale or issuanceportion of such securities to be offered to such Major Holder, the Purchaser will be afforded the opportunity to acquire from NewCo"Offered Securities"), for the same at a price and on such other material terms and conditions as shall have been specified by the same Company in writing and delivered to such Major Holder. Each Offer by its terms as such Covered Securities are offered, up shall remain open and irrevocable until the tenth business day after delivery of the Offer to an amount the Major Holders (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction"Offer Expiration Date"). (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) any Major Holder's intention to accept, in whole or in part, an Offer shall be evidenced by a writing signed by such Major Holder and delivered to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, Company prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo applicable Offer Expiration Date, setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation portion of the sale described in Offered Securities as such Major Holder elects to purchase (the "Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeAcceptance"). (c) Any Covered Securities covered by a Notice In the case of Preemptive Rights which are not purchased by an Acquisition, in the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following event that the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of the proposed Acquisition change such sale that the purchase price per share of the Offered Securities as calculated in accordance with Section 3.4(a)(x) above would be reduced by more than 5%, the Company shall make a new Offer to sell the Offered Securities to such Major Holders in accordance with Section 3.4(a)(x). (d) In any case other than an Acquisition, in the event that Notices of Acceptance are not given by the Major Holders in respect of all the Offered Securities, the Company shall have 180 days from the applicable Offer Expiration Date to sell all or any part of such Offered Securities as to which no Notice of Acceptance has been given by any Major Holder (the "Refused Securities") to any other Person or Persons, but only upon terms and conditions in all material respects, including, without limitation, price and interest rates, which are no more favorable, in the aggregate, to such other Person or Persons and no less favorable to such third parties the Company than as those set forth in the Offer. Simultaneously with the closing of the sale to such other Person or Persons of all the Refused Securities (or, in the case of an Acquisition, simultaneous with the closing of such Acquisition), each Major Holder shall purchase from the Company, and the Company shall sell to such Major Holder, the Offered Securities in respect of which a Notice of Preemptive Rights. For Acceptance was delivered to the avoidance Company by such Major Holder, on the terms and conditions specified in the Offer; provided, however, that, in the case of doubtan Acquisition, if Notices of Acceptance are not given in respect of all Offered Securities, the number of Offered Securities to be sold by the Company to any Major Holder shall not exceed such number of Offered Securities as shall be necessary for such Major Holder to maintain the same percentage interest (disregarding, for purposes of determining such percentage, any sale shares of Common Stock held by such Major Holder other than Purchased Shares and Conversion Shares) in the Company's Common Stock after the consummation of such Acquisition (calculated as though all shares of Preferred Stock are converted into Common Stock). The rights of the Major Holders under this Section 3.4 shall not apply to the grant or issuance of Covered the following securities (the "Excluded Securities"): (i) stock options granted to officers, directors, employees and consultants of the Company or its subsidiaries pursuant to stock option plans of the Company and the issuance of shares of Common Stock upon exercise of such stock options; (ii) shares of Common Stock issued upon conversion of shares of Series A Junior Participating Preferred Stock, Series A Preferred Stock or 1999 Preferred Stock; or upon exercise of any warrants or options issued to BellSouth; including in each case, any additional shares of Common Stock that may be issued as a result of antidilution provisions, if any, applicable to such shares, warrants or options, as the case may be; (iii) capital stock issued as a stock dividend or upon any stock split or other subdivision or combination of shares of capital stock; (iv) shares of Common Stock issued pursuant to contractual obligations of the Company currently in effect (including any contractual obligations pursuant to (a) that certain Securities other than Purchase Agreement, dated as of the date of this Agreement, by and between the Company and Primedia, Inc. and (b) that certain Content License Agreement (Starmedia Web Sites), dated as of the date of this Agreement, by and between the Company, Xxxxx.xxx, Inc. and Primedia Magazines Inc.); and (v) shares of Series A Preferred Stock issued pursuant to Section 1.4 of this Agreement. (e) Notwithstanding anything to the contrary contained herein, for purposes of this Agreement, in compliance with the event of any determination prior to the third anniversary of the Closing Date that BellSouth does not hold at least 5% of the then issued and outstanding Common Stock of the Company (calculated as though all shares of Preferred Stock are converted into Common Stock), if (i) the Commercial Agreement has not been terminated, and (ii) BellSouth would hold at least 5% of such shares had it been permitted to purchase additional shares of Common Stock pursuant to this Section 8.12(c) will require delivery 3.4, but for the operation of a new Notice Sections 3.4(d)(iv), BellSouth shall be deemed to hold at least 5% of Preemptive Rightsthe issued and outstanding Common Stock of the Company (calculated as provided above).

Preemptive Rights. (a) In The Holder shall be entitled to purchase its pro rata share (calculated by multiplying the event that number of securities issued in such equity offering including those issued pursuant to this Section 8 by a fraction, the Purchaser Beneficially Owns at least 20% numerator of which is the aggregate number of shares equal to the sum of (x) the number of issued and outstanding shares of Common Stock then held by the Holder, plus (y) the total number of shares of NewCo Common Stock then outstandingissuable upon the exercise, if NewCo engages in conversion or exchange of all warrants or other rights to subscribe for or to purchase, or any transaction involving options for the direct purchase of, Common Stock or indirect sale any stock or issuance of Covered Securities by NewCo security convertible into or exchangeable for Common Stock (such warrants, rights or options being called "Options" and such sale convertible or issuance would cause exchangeable stock or securities being called "Convertible Securities") that are issued and outstanding at such time that are then held by the Purchaser to Beneficially Own less than 20% Holder (the sum of (x) and (y), a "Fully Diluted Basis") and the denominator of which is the number of shares of Common Stock held by all such holders of securities of the aggregate number Company on a Fully Diluted Basis) of outstanding shares of NewCo Common Stock immediately following such sale or issuance, any future private equity offering by the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionCompany. (b) If NewCo proposes to engage Notwithstanding anything contained in a transaction involving the direct or indirect sale or issuance of Covered Securities described in this Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”8(a) to the Purchaser disclosing contrary, the terms preemptive rights of the proposed sale Holder shall not apply to (a) shares of Common Stock sold to, or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser options to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase Common Stock granted by the Purchaser shall be conditioned on the simultaneous Company to, employees, consultants, officers, or prior consummation directors of the sale described in Company pursuant to any option plan, agreement or other arrangement duly adopted by the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation Company and approved by a majority of the sale set forth in Board of Directors; (b) any shares of Common Stock upon the Notice conversion of Preemptive Rights to third parties prior to the sale shares of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. Series A Preferred Stock; (c) Any Covered any shares of Common Stock pursuant to which the Series A Conversion Price (as such term is defined in the Certificate of Incorporation) is adjusted under Section 6; (d) any shares of Common Stock issued pursuant to the exchange, conversion or exercise of any Options or Convertible Securities covered that have previously been incorporated into computations hereunder on the date when such Options or Convertible Securities were issued; (e) the issuance and sale of securities in connection with a strategic investment or similar transaction approved by a Notice majority of Preemptive Rights which are not purchased by the Purchaser Board of Directors; (f) securities issued for consideration other than cash pursuant to Section 8.12(b) may be sold a merger, consolidation or similar business combination or acquisition of assets as approved by NewCo to a third party or parties at any time within 180 days following the expiration majority of the 15 Business Day period specified Board of Directors; (g) the issuance of shares in Section 8.12(b)connection with a bona fide underwritten public offering of securities by a nationally recognized underwriter reasonably acceptable to the Holder and which results in gross proceeds in excess of $15,000,000; provided that each (h) any shares of Series A Preferred Stock issued in the form of a dividend to any holder of Series A Preferred Stock; or (i) any shares of Common Stock issued on exercise of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsWarrants.

Preemptive Rights. (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 in connection with the transactions contemplated by the Merger Agreement) (“New Securities”), the Investor 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, after giving effect to the issuance of the applicable New Securities, that is no less than the Investor’s Pre-Issuance Ownership Percentage (such shares, the “Preemptive Rights 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 “NYSE Rule”) or ASX Listing Rule 7.1 or any successor rule thereof (the “ASX Rule”), unless such stockholder approval is obtained. Notwithstanding the foregoing, to the extent the Company issues securities, 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 only be entitled to exercise its right to subscribe for or purchase Preemptive Rights Shares pursuant to this Section 2.7 immediately prior to the time that the shares of Company Stock underlying such securities become issued, with such right subject to the actual issuance of the applicable underlying shares of Company Common Stock. (b) The Company shall provide the right contemplated by Section 2.7(a) to the Investor by delivering a written notice to the Investor (the “Preemptive Rights Notice”) stating (i) the Company’s intention to issue New Securities, (ii) the amount of such New Securities that the Company proposes to issue in the aggregate and, correspondingly, the number of Preemptive Rights Shares that the Investor is entitled to subscribe for or purchase and (iii) the price of such New Securities (or (x) if such prices are not clearly identifiable, as may be in the case of an Equity Issuance, such effective price per share as is reasonably determined by the Company in good faith, which shall in no event be greater than the then-applicable market price of the Company Common Stock or (y) in the case of issuances of restricted stock, the fair market value of such restricted stock as determined by the Company in the ordinary course in connection with such issuance) of the Preemptive Rights Shares. Within ten (10) Business Days following the delivery of the Preemptive Rights Notice by the Company to the Investor, the Investor may, by delivery of a written notice of acceptance to the Company (the “Acceptance Notice”), elect to subscribe for or purchase all, or any portion, of the Preemptive Rights Shares that the Investor is then entitled to subscribe for or purchase pursuant to this Section 2.7 for the price indicated in the Preemptive Rights Notice. The delivery of the Acceptance Notice shall be evidence of the Investor’s irrevocable commitment to subscribe for or purchase the number of Preemptive Rights Shares indicated in the Acceptance Notice for the price indicated in the Preemptive Rights Notice, and the consummation of the subscription for or sale and purchase of the Preemptive Rights Shares shall occur concurrently with or as promptly as practicable following the Company’s issuance of the corresponding New Securities. (c) Notwithstanding anything in this Section 2.7 to the contrary, if the amount of New Securities to be issued is for any reason less than the amount that was initially proposed to be issued as indicated in the Preemptive Rights Notice, the Company may (whether before or after the Investor has delivered an Acceptance Notice to the Company) decrease the number of Preemptive Rights Shares that the Investor is entitled to subscribe for or purchase pursuant to this Section 2.7 to an amount not less than the amount necessary to allow the Investor to maintain (but not exceed) its Pre-Issuance Ownership Percentage after giving effect to the issuance of the applicable New Securities. (d) Notwithstanding anything in this Section 2.7 to the contrary, Section 2.7(a) shall not apply, and the Company shall have no obligation to sell, and the Investor shall have no right to subscribe for or purchase from the Company, any shares of the Company Common Stock or any other securities of the Company, if the Company proposes to issue New Securities solely to provide equity compensation for employment and/or services by directors, officers, employees, consultants or other service providers of the Company or its Affiliates (an “Equity Issuance”) and such Equity Issuance would not cause the Investor’s Beneficial Ownership of shares of the Company Common Stock to decrease to less than the Applicable Percentage of the issued and outstanding shares of the Company Common Stock (after giving effect to such issuance) (an “Exempt Equity Issuance”); provided, that for the avoidance of doubt, to the extent such Equity Issuance would cause the Investor’s Beneficial Ownership of shares of the Company Common Stock to decrease to less than the Applicable Percentage of the issued and outstanding shares of the Company Common Stock (after giving effect to such issuance), the Investor shall have the right to subscribe for or purchase Preemptive Rights Shares in accordance with the provisions of Section 2.7(a), subject to the conditions and limitations set forth therein (including the NYSE Rule and the ASX Rule), and subject to the procedures set forth in Section 2.7(b) (a “True-up Equity Issuance”). The Company shall provide written notice to the Investor at least ten (10) Business Days prior to any Equity Issuance if it (in the aggregate when combined with all other Equity Issuances of which the Company did not provide written notice to the Investor) would cause Investor’s Beneficial Ownership of shares of Company Common Stock to decrease by 1% or more (as a percentage of the Investor’s Beneficial Ownership of issued and outstanding shares of the Company Common Stock) (after giving effect to such issuance). For example, if the Investor’s Beneficial Ownership of shares of Company Common Stock is 17% prior to any such issuance, then the Company shall be required to provide notice to the Investor prior to any such issuance that would cause the Investor’s Beneficial Ownership of shares of Company Common Stock to decrease by more than 0.17% (1% of 17%). (e) Upon the Company’s issuance of any Preemptive Rights Shares, such Preemptive Rights Shares shall be (i) validly issued, fully paid and nonassessable and (ii) duly authorized by all necessary corporate action of the Company. (f) In the event that the Purchaser Beneficially Owns at least 20% Company proposes an issuance of New Securities (excluding Preemptive Rights Shares pursuant to this Section 2.7) that is subject to approval by the stockholders of the aggregate Company under the NYSE Rule or the ASX Rule (a “Stockholder Approved Issuance”) and the full number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance Preemptive Rights Shares that would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior issued to the public disclosure or announcement of Investor pursuant to Section 2.7(a) in connection with such transaction. (b) If NewCo proposes to engage in a transaction involving Stockholder Approved Issuance would exceed the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (amount that the “Notice of Preemptive Rights”) Company could issue to the Purchaser disclosing Investor without stockholder approval pursuant to the terms of NYSE Rule or the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amountASX Rule, as applicable, and the type Company shall, in connection with seeking approval for such Stockholder Approved Issuance, include in the proxy solicitation relating to such Stockholder Approved Issuance a separate proposal seeking the approval by the stockholders of securities the Company for the issuance to be sold or issued). The Notice the Investor of the Preemptive Rights will include an offer Shares in connection with such Stockholder Approved Issuance; provided, that the Company shall use the same efforts it uses to seek approval of the issuance to the Purchaser to purchase up to Investor of the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights Shares as it uses for the Stockholder Approved Issuance (it being understood that no Stockholder Approval Issuance will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions receipt of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsapproval).

Preemptive Rights. (a) In Notwithstanding any previous disapplication of statutory pre-emption rights by the Company’s shareholders in general meeting, as soon as practicable after determining to issue any Ordinary Shares or securities convertible into, exercisable or exchangeable for, Ordinary Shares (“Purchase Right Shares”), but in any event that no fewer than twenty (20) Business Days prior to entering into a binding agreement to issue Purchase Right Shares to any Person other than OM plc or any of its Subsidiaries (a “Purchase Right Transaction”), the Purchaser Beneficially Owns at least 20% Company shall, in writing, offer, subject to consummation of the aggregate number Purchase Right Transaction, to sell to OM plc (which offer may be assigned by OM plc to a Subsidiary of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving OM plc) the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered Purchase Right Share Amount at the per share purchase price implied from Purchase Right Share Price. The Company shall describe the transaction proposed Purchase Right Transaction in reasonable detail in such written offer, including the range of prices (which may be expressed in terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed discount and/or premium to be the trading price of the NewCo Common Stock Ordinary Shares at the close of time the business on Company enters into a binding agreement to issue Purchase Right Shares) within which the day immediately prior Company reasonably expects to sell Purchase Right Shares in the public disclosure or announcement of such transactionPurchase Right Transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance For purposes of Covered Securities described in this Section 8.12(a) above5.2, NewCo will first submit written notice (the “Notice of Preemptive Rights”) Purchase Right Share Price” shall be the lowest purchase price (which need not be determined until the time at which the Company enters into definitive documentation with respect to the Purchaser disclosing Purchase Right Transaction), if any, to be paid by a subscriber for or recipient of Purchase Right Shares in the terms Purchase Right Transaction; and the “Purchase Right Share Amount” shall be that number of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, Purchase Right Shares as is equal to the amount obtained by multiplying the total number of securities or aggregate principal amountPurchase Right Shares by a fraction, as applicablethe numerator of which is the number of Ordinary Shares beneficially owned by OM plc, and the type denominator of securities to be sold or issued). The Notice which is the total number of Preemptive Rights will include an Ordinary Shares (excluding Ordinary Shares held in treasury) outstanding, in each case as of the time that the Company makes the offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser OM plc pursuant to Section 8.12(b5.2(a) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightshereof.

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% If Apollo or any of its Subsidiaries offers New Securities to a Principal Group or to any of its Affiliates (the aggregate number of shares New Securities being offered, the “New Issuance”) then, subject to the terms hereof, Apollo shall, before any sale of NewCo Common Stock then outstandingNew Securities pursuant to such offer, deliver to the Senior Manager an offer (the “Preemptive Offer”) to issue to the Senior Manager, at the Senior Manager’s election, up to such number of New Securities equal to its Preemptive Proportionate Percentage of the New Issuance upon the terms set forth in this Section 3.7 (such New Securities, the “Senior Manager New Securities”), it being understood that if NewCo engages the Senior Manager accepts a Preemptive Offer in accordance with Section 3.7(b), the number of New Securities ultimately issued to the Principal Group or any transaction involving of its Affiliates under this Section 3.7 shall equal the direct New Issuance less the applicable number of Senior Manager New Securities and other Apollo Securities issued pursuant to similar preemptive rights. The Preemptive Offer shall state (i) that Apollo proposes to issue the New Issuance and specify their number and terms (including the purchase price per New Security) and (ii) the Senior Manager’s Preemptive Proportionate Percentage. The Preemptive Offer shall remain open and be irrevocable for a period of fifteen (15) days from the date of its delivery (the “Preemptive Offer Period”). For purposes of this Section 3.7, “Preemptive Proportionate Percentage” means, with respect to the Senior Manager, a fraction (expressed as a percentage), (x) the numerator of which is the number of Class A Shares held by the Senior Manager’s Group immediately prior to the consummation of the New Issuance (calculated on an as-converted basis assuming all AOG Units covered by the Pecuniary Interest of the Senior Manager or indirect sale or issuance his Group have been exchanged for Class A Shares irrespective of Covered Securities by NewCo vesting) and such sale or issuance would cause (y) the Purchaser to Beneficially Own less than 20% denominator of which is the aggregate number of Class A Shares outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder New Issuance (calculated on a fully-diluted basis and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would assuming all AOG Units have been entitled to purchase if such issuance had occurred at the same timeexchanged for Class A Shares). (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. Except for the issuance of Excluded Securities or pursuant to the conversion or exercise of any Capital Stock outstanding on the Closing Date, if, following the Closing Date, the Company authorizes the issuance or sale of any Capital Stock to any Person or Persons (athe “Offeree”), the Company shall first offer to sell to the Qualified Stockholders a portion of such Capital Stock equal to the quotient determined by dividing (1) In the event number of shares of Common Stock beneficially owned by such Qualified Stockholder at such time (determined on an as-converted basis), by (2) the total number of shares of Common Stock then issued and outstanding immediately prior to such issuance (determined on an as-converted basis) (the “Preemptive Percentage”); provided, that a Qualified Stockholder shall not be entitled to acquire any such Capital Stock pursuant to this Section 4.2 to the extent the issuance of such Capital Stock to such Qualified Stockholder would require approval of the stockholders of the Company as a result of such Qualified Stockholder’s status, if applicable, as an Affiliate of the Company or pursuant to the rules and listing standards of NASDAQ, in which case the Company may consummate the proposed issuance of the Capital Stock to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance by the Company with Section 4.2(f) below). The Qualified Stockholders shall be entitled to purchase such Capital Stock at the same price as such Capital Stock is to be offered to the Offeree; provided that, if the Offeree is required to also purchase other Capital Stock, the Qualified Stockholders shall also be required to purchase the same Capital Stock (at the same price) that the Purchaser Beneficially Owns at least 20% Offeree is required to purchase. The Qualified Stockholders electing to purchase their pro rata share of the Capital Stock authorized for issuance or sale to the Offeree (“Participating Stockholders”) will take all necessary actions in connection with the consummation of the purchase transactions contemplated by this Section 4.2 as requested by the Board, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Company, so long as such agreements, documents and instruments are on customary forms for a transaction of this type and do not require such Participating Stockholders to make or agree to any representation, warranty, covenant or indemnity that is more burdensome than that required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Qualified Stockholder elects not to purchase any such Capital Stock, or not to purchase all of such Qualified Stockholder’s pro rata portion thereof, each other Qualified Stockholder who has elected to purchase all of such Qualified Stockholder’s full pro rata share of the Capital Stock authorized for issuance or sale to the Offeree (a “Fully Participating Stockholder”) shall be entitled to purchase an additional number of shares of such Capital Stock as set forth below. If a Fully Participating Stockholder desires to purchase such Capital Stock in excess of the portion allocated to such Fully Participating Stockholder pursuant to the first sentence of this Section 4.2(a), then such Fully Participating Stockholder shall be entitled to purchase a number of shares of Capital Stock equal to the aggregate number of shares of NewCo Common Capital Stock then outstanding, if NewCo engages in any transaction involving that the direct or indirect sale or issuance other Qualified Stockholders elected not to purchase pursuant to the first sentence of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuancethis Section 4.2(a); provided, provided that, if the transaction at issue there is an acquisitionoversubscription in respect of such remaining Capital Stock due to more than one Fully Participating Stockholder requesting additional Capital Stock, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities oversubscribed amount shall be deemed to be offered at fully allocated among the per share purchase price implied from the transaction terms as of the time of entry into the agreement for Fully Participating Stockholders pro rata based on such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionFully Participating Stockholders’ relative Preemptive Percentage. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In Except in the event that the Purchaser Beneficially Owns at least 20% case of the aggregate number of shares of NewCo Common Stock then outstandingExcluded Securities, if NewCo engages in any transaction involving the direct Triangle shall not issue, exchange or indirect sale otherwise Dispose, agree to issue, exchange or issuance of Covered Securities by NewCo and such sale otherwise Dispose, or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale reserve or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, set aside for the same price and on the same terms as such Covered same, any Equity Securities are offered, up to an amount of Triangle or any securities convertible into or exchangeable for Equity Securities of Triangle (the “AmountOffered Securities”), unless in each case Triangle shall have first given written notice to Purchaser (the “Preemptive Offer Notice”) necessary at least 10 Business Days prior to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving entering into a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the definitive agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo stating that Triangle proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is deliveredOffered Securities, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation amount of the sale described in Offered Securities proposed to be sold, the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder proposed purchase price or price range therefor and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale offer. (b) On or before the seventh Business Day following the date of the Preemptive Offer Notice (the “Preemptive Offer Period”), the Purchaser shall have the option to subscribe for up to its pro rata share of such Offered Securities (based on its percentage ownership of Common Stock calculated on a fully-diluted basis using the treasury stock method and assuming full conversion of any outstanding convertible notes of the Company) by delivering written notice to Triangle (a “Preemptive Offer Acceptance Notice”). Notwithstanding the preceding sentence, the number of Offered Securities that the Purchaser is entitled to purchase shall not exceed an amount that would require Stockholder Approval under, or would result in a violation of, the rules and regulations of NYSE MKT or any other principal stock exchange or market upon which the Offered Securities trade; provided, however, that if the Purchaser cannot purchase at least 75% of the number of Offered Securities as to which a Preemptive Offer Acceptance Notice has been given by the Purchaser as a result of the limitations set forth in this sentence, then Triangle shall not issue, exchange or otherwise Dispose, agree to issue, exchange or otherwise Dispose, or reserve or set aside for the same all or any part of the Offered Securities without the prior written consent of the Purchaser. Each Preemptive Offer Acceptance Notice shall specify: (i) the amount of Offered Securities the Purchaser desires to subscribe for and (ii) the prices at which the Purchaser is willing to purchase such amounts of the Offered Securities at each such price. (c) Triangle shall have 30 days from the expiration of the Preemptive Offer Period to enter into a definitive agreement to issue and sell all or any part of such Offered Securities as to which a Preemptive Offer Acceptance Notice has not been given by the Purchaser (the “Refused Securities”) to any other Persons, but only upon terms and conditions in all material respects, including price, which are not no more favorable favorable, individually or in the aggregate, to such third parties other Persons or less favorable, individually or in the aggregate, to Triangle than as those set forth in the Preemptive Offer Notice. Upon the closing, which shall occur at a reasonable time and place within 60 days from the expiration of the Preemptive Offer Period (which such period shall be extended for up to 180 days with respect to any Person seeking to purchase Offered Securities, including the Purchaser, for such time as is necessary to allow such Person to request any approvals required under the HSR Act) and shall include full payment to Triangle of the proceeds from the sale to such other Persons of all the Refused Securities, the Purchaser shall purchase from Triangle, and Triangle shall sell to the Purchaser, the Offered Securities with respect to which a Preemptive Offer Acceptance Notice of was delivered by the Purchaser, at the terms specified in the Preemptive RightsOffer Notice. For the avoidance of doubtIn each case, any sale Offered Securities not purchased by the Purchaser or issuance of Covered Securities any other than Persons in compliance accordance with this Section 8.12(c8(c) will require delivery within 60 days (or such longer period if the time period within which to close is extended as provided in the immediately preceding sentence) after the expiration of the Preemptive Offer Period may not be sold or otherwise Disposed of until they are again offered to the Purchaser under the procedures specified in this Section 8(c). (d) The rights of the Purchaser under this Section 8 shall terminate upon the occurrence of a new Notice Termination Event and shall not apply to the following securities (the “Excluded Securities”): (i) the issuance of Preemptive Rightsany Equity Securities, or securities convertible into or exchangeable for Equity Securities, of Triangle pursuant to any employee benefits or other compensation plan approved by the Board and the Stockholders; (ii) Equity Securities, or securities convertible into or exchangeable for Equity Securities, of Triangle issued otherwise than for cash pursuant to, a merger, consolidation, acquisition, disposition or similar business combination approved by the Board; (iii) Equity Securities, or securities convertible into or exchangeable for Equity Securities, of Triangle issued upon any stock dividend, stock split or other pro-rata distribution, subdivision or combination of securities or other recapitalization of Triangle; (iv) Equity Securities issued upon conversion of the Convertible Note and other convertible notes issued concurrently herewith; and (v) Equity Securities, or securities convertible into or exchangeable for Equity Securities, of Triangle issued pursuant to the terms of a “poison pill” or other stockholder rights plan.

Preemptive Rights. (aA) Except for any Excluded Securities Offerings, and subject to Section 10(b) and Schedule 2 annexed hereto, prior to a Public Liquidity Event, new Common Interests or Securities of a Subsidiary may be sold and issued by the Partnership or such Subsidiary to then-current Partners at such time as determined by the General Partner, provided that such new Common Interests (or Securities of a Subsidiary) shall have the same rights and preferences as the existing Common Interests (or the respective Securities of such Subsidiary, as applicable); and provided further that if the General Partner proposes to cause the Partnership to issue and sell any Common Interests or the General Partner proposes to cause the Partnership to cause any Subsidiary to issue and sell Securities of a Subsidiary to any Partner (a “Proposed Investor”), the General Partner will cause the Partnership or cause the Partnership to cause such Subsidiary to offer to sell to each Partner (each, a “Preemptive Holder”) a portion of such Common Interests or Securities of such Subsidiary equal to (i) the total number of Common Interests or Securities of such Subsidiary being sold multiplied by (ii) such Preemptive Holder’s Percentage Interest. In the event that the Purchaser Beneficially Owns at least 20% case of the aggregate number Rockpoint Preferred Holders, such Partners may assign any or all of shares their rights under this Section to another Rockpoint Preferred Holder or an Affiliate of NewCo a Rockpoint Preferred Holder. (B) Each Preemptive Holder shall be entitled to purchase the offered Common Stock then outstanding, if NewCo engages in any transaction involving Interests or the direct or indirect sale or issuance Securities of Covered Securities by NewCo and such sale or issuance would cause Subsidiary at the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same most favorable price and otherwise on substantially the same terms and conditions as such Covered Common Interests or such Securities of such Subsidiary are offeredto be offered to the Proposed Investor; provided, up however, that if the Proposed Investor is required to an amount also purchase Common Interests or other Securities of a Subsidiary, the Partner(s) exercising their rights pursuant to this Section 2(b) shall also be required to purchase their pro rata share of the same class(es) or series of Securities that the Proposed Investor is required to purchase. The purchase price for all Common Interests or Securities of a Subsidiary purchased under this Section 2(b) shall be payable to the Partnership or such Subsidiary in cash. (C) In order to exercise its purchase rights hereunder, a Preemptive Holder must, within thirty (30) calendar days after delivery (the “AmountExercise Period”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the a “Notice of Preemptive RightsRights Notice”) from the Partnership to such Preemptive Holder describing in reasonable detail the Common Interests or Securities being offered by the Partnership or a Subsidiary (as the case may be), the purchase price thereof, the payment terms and the amount such Person is eligible to purchase hereunder, deliver a written notice to the Purchaser disclosing Partnership irrevocably (so long as the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open Notice closes within one hundred eighty (180) days of the Preemptive Holder’s election) exercising such Preemptive Holder’s purchase rights pursuant to this Section 2(b) specifying the quantity of such Common Interests or Securities to be purchased by such Preemptive Holder, which for a period the avoidance of at least 15 doubt may be all or any portion of the Common Interests or Securities offered to such Preemptive Holder. No later than five (5) Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified Exercise Period, the Partnership shall notify each Preemptive Holder in Section 8.12(b); provided writing of the Common Interests or Securities that each Preemptive Holder has agreed to purchase (including where such number is zero) (the “Over-allotment Notice”), which Over-Allotment Notice shall also specify the number of unsold Common Interests or Securities. Each Preemptive Holder exercising its rights to purchase its entire portion of such Common Interests or Securities (an “Exercising Holder”) shall have a right of over-allotment such that if any other Preemptive Holder has failed to exercise its right under this Section 2(b) to purchase its full portion of such Common Interests or Securities (each, a “Non-Exercising Holder”), such Exercising Holder may purchase its applicable pro rata portion of such Non-Exercising Holder’s allotment and, if applicable (for example, if any other Exercising Holder does not exercise its over-allotment right), any other remaining Common Interests or Securities until, if so elected, all such Common Interests or Securities are purchased by Exercising Holders, by giving written notice to the Partnership within five (5) Business Days of receipt of the Over-allotment Notice, which notice shall also specify the maximum number of remaining Common Interests or Securities any Exercising Holder elects to purchase in the event any other Exercising Holder does not purchase its full portion of remaining Common Interests or Securities. (D) Upon the expiration of the offering periods described above, the Partnership or such Subsidiary shall be entitled to sell to the Proposed Investor such Securities which the Preemptive Holders have not elected to purchase during the 180 calendar days immediately following such expiration at a price not less than the price set forth in the Preemptive Rights Notice and the on other terms and conditions of such sale are not materially more favorable to such third parties than as set forth in the Notice of aggregate to the purchasers thereof than those offered to the Preemptive Rights. For Holders in the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsRights Notice.

Preemptive Rights. (a) If the Company proposes to offer New Securities to any Person, the Company shall, before such offer, deliver to the Shareholders a written offer (the “Company Preemptive Rights Offer”) to issue to the Shareholders such New Securities upon the terms set forth in this Section 3. The Company Preemptive Rights Offer shall state that the Company proposes to issue New Securities and specify their number and terms (including purchase price). The Company Preemptive Rights Offer shall remain open and irrevocable for a period of sixty (60) days (the “Company Preemptive Rights Period”) from the date of its delivery. (b) Each Shareholder may accept the Company Preemptive Rights Offer by delivering to the Company a notice (the “Subscription Notice”) within the Company Preemptive Rights Period. The Purchase Notice shall state the number (the “Preemptive Rights Acceptance Number”) of New Securities such Shareholder desires to subscribe for. If the sum of all Preemptive Rights Acceptance Numbers equals or exceeds the number of New Securities, the New Securities shall be allocated among Shareholders that delivered a Subscription Notice in accordance with their respective Proportionate Percentage. (c) The issuance of New Securities to the Shareholders who delivered a Subscription Notice shall be made on a Business Day, as designated by the Company, not less than ten (10) and not more than thirty (30) days after expiration of the Company Preemptive Rights Period on those terms and conditions of the Company Preemptive Rights Offer not inconsistent with this Section 3. (d) In the event that the Purchaser Beneficially Owns at least 20% any Shareholder elects not to subscribe for all of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceits respective Proportionate Percentage, the Purchaser will be afforded the opportunity to acquire from NewCo, New Securities which were available for the same price and on the same terms as subscription by such Covered Securities are offered, up to an amount non-electing Shareholders (the “AmountExcess New Securities”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall automatically be deemed to be offered at accepted for purchase by the per share purchase price implied Shareholders who indicated in their Subscription Notice a desire to subscribe for New Securities in excess of their Proportionate Percentage, as agreed by such Shareholder in the applicable Subscription Notice, such Excess New Securities to be allocated proportionately among such Shareholders in accordance with their relative Proportionate Percentage. (e) If the number of New Securities exceeds the sum of all Preemptive Rights Acceptance Numbers, the Company, in its sole discretion, may issue such excess or any portion thereof on the terms and conditions of the Company Preemptive Rights Offer to any Person within ninety (90) days after expiration of the Company Preemptive Rights Period (provided such Person executes a Joinder to this Agreement pursuant to which it agrees to be treated as an Other Shareholder and that such Person and the Equity Securities held by such Person shall be subject to the terms of this Agreement). If such issuance is not made within such 90-day period, the restrictions provided for in this Section 3 shall again become effective. (f) If any Company Preemptive Rights Offer relates to an issue of New Securities in an underwritten public offering of New Securities, (i) the provisions of Sections 3(a), 3(b), 3(c), 3(d) and 3(e) shall not apply and (ii) each Shareholder shall be entitled to subscribe for a number of New Securities from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, Company (or any lesser number) that, if when added to the number of Equity Securities owned by such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day Shareholder immediately prior to the consummation of the underwritten public disclosure or announcement offering, results in such Shareholder having the same Proportionate Percentage immediately prior to and immediately after such underwritten public offering. Any such subscription shall take place simultaneously as the issue of such transactionNew Securities in the related underwritten public offering. (bg) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in This Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, 3 shall not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo apply to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Drag-Along Transaction under Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights4.

Preemptive Rights. (a) In Except as set forth in subsection (b) below, the event that the Purchaser Beneficially Owns Company will not issue, sell or otherwise transfer for consideration to any Investor (an "Issuance") at any time prior to a Public Offering, any capital stock or debt -------- security unless, at least 20% 30 days and not more than 60 days prior to such Issuance, the Company notifies Executive in writing of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving Issuance (including the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceprice, the Purchaser will be afforded purchasers thereof and the opportunity other terms thereof) and grants to acquire from NewCoExecutive, the right (the "Right") to subscribe for and purchase a portion of ----- such additional shares or other securities so issued at the same price and on the same terms as such Covered Securities are offered, up issued in the Issuance equal to an amount the quotient determined by dividing (1) the “Amount”) necessary number of fully diluted shares of Executive Stock held by Executive (other than options to enable the Purchaser to own 20% acquire stock from other stockholders of the aggregate Company) by (2) the total number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, thatoutstanding on a fully diluted basis. Notwithstanding the foregoing, if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the transaction Company, if Executive exercises the Right pursuant to this Section 10 then Executive will also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The Right may be exercised by Executive at issue any time by written notice to the Company received by the Company within 15 days after receipt by Executive of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right will occur at least 10 days after the Company receives notice of the exercise of the Right and concurrently with the closing of the Issuance. In the event that the consideration received by the Company in connection with an Issuance is an acquisitionproperty other than cash, merger Executive may, at his election, pay the purchase price for such additional shares or other business combination involving a Third Party by NewCo securities in which NewCo issues such property or sells Covered Securities as consideration for solely in cash. In the transactionevent that Executive elects to pay cash, such Covered Securities shall the amount thereof will be deemed to be offered at determined based on the per share purchase price implied from the transaction terms as fair value of the time of entry into consideration received or receivable by the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, Company in connection with the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionIssuance. (b) If NewCo proposes Notwithstanding the foregoing, the Right will not apply to engage (i) issuances of Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock), pro rata to all holders of Common Stock, as a dividend on, subdivision of or other distribution in a transaction involving respect of, the direct Common Stock in accordance with the Company's Certificate of Incorporation or indirect sale (ii) issuances of Common Stock upon conversion of any shares of the Company=s Series A Preferred Stock, or (iii) the issuance of Covered Securities described Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock) in Section 8.12(a) above, NewCo will first submit written notice (connection with the “Notice provision by the Investors or their Affiliates of Preemptive Rights”) debt financing to the Purchaser disclosing the terms of the proposed sale Company or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeits Subsidiaries. (c) Any Covered Securities covered by a Notice The provisions of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) 10 will require delivery terminate upon the consummation of a new Notice of Preemptive RightsPublic Offering.

Preemptive Rights. (a) In The Holder shall be entitled to purchase its pro rata share (calculated by multiplying the event that number of securities issued in such equity offering including those issued pursuant to this Section 8 by a fraction, the Purchaser Beneficially Owns at least 20% numerator of which is the aggregate number of shares equal to the sum of (x) the number of issued and outstanding shares of Common Stock then held by the Holder, plus (y) the total number of shares of NewCo Common Stock then outstandingissuable upon the exercise, if NewCo engages in conversion or exchange of all warrants or other rights to subscribe for or to purchase, or any transaction involving options for the direct purchase of, Common Stock or indirect sale any stock or issuance of Covered Securities by NewCo security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such sale convertible or issuance would cause exchangeable stock or securities being called “Convertible Securities”) that are issued and outstanding at such time that are then held by the Purchaser to Beneficially Own less than 20% Holder (the sum of (x) and (y), a “Fully Diluted Basis”) and the denominator of which is the number of shares of Common Stock held by all such holders of securities of the aggregate number Company on a Fully Diluted Basis) of outstanding shares of NewCo Common Stock immediately following such sale or issuance, any future private equity offering by the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionCompany. (b) If NewCo proposes to engage Notwithstanding anything contained in a transaction involving the direct or indirect sale or issuance of Covered Securities described in this Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”8(a) to the Purchaser disclosing contrary, the terms preemptive rights of the proposed sale Holder shall not apply to (a) shares of Common Stock sold to, or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser options to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase Common Stock granted by the Purchaser shall be conditioned on the simultaneous Company to, employees, consultants, officers, or prior consummation directors of the sale described in Company pursuant to any option plan, agreement or other arrangement duly adopted by the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation Company and approved by a majority of the sale set forth in Board of Directors; (b) any shares of Common Stock upon the Notice conversion of Preemptive Rights to third parties prior to the sale shares of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. Series A Preferred Stock; (c) Any Covered any shares of Common Stock pursuant to which the Series A Conversion Price (as such term is defined in the Certificate of Incorporation) is adjusted under Section 6; (d) any shares of Common Stock issued pursuant to the exchange, conversion or exercise of any Options or Convertible Securities covered that have previously been incorporated into computations hereunder on the date when such Options or Convertible Securities were issued; (e) the issuance and sale of securities in connection with a strategic investment or similar transaction approved by a Notice majority of Preemptive Rights which are not purchased by the Purchaser Board of Directors; (f) securities issued for consideration other than cash pursuant to Section 8.12(b) may be sold a merger, consolidation or similar business combination or acquisition of assets as approved by NewCo to a third party or parties at any time within 180 days following the expiration majority of the 15 Business Day period specified Board of Directors; (g) the issuance of shares in Section 8.12(b)connection with a bona fide underwritten public offering of securities by a nationally recognized underwriter reasonably acceptable to the Holder and which results in gross proceeds in excess of $15,000,000; provided that each (h) any shares of Series A Preferred Stock issued in the form of a dividend to any holder of Series A Preferred Stock; or (i) any shares of Common Stock issued on exercise of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsWarrants.

Preemptive Rights. (a) In If the event that Company issues or sells or authorizes the Purchaser Beneficially Owns at least 20% issuance or sale of any New Securities (as defined below) to the Investor or any of its Affiliates, the Company shall offer to each other Stockholder a portion of such New Securities (and if more than one class of securities is included in the New Securities, then a portion of the aggregate amount of each such class of securities included in the New Securities) equal to the quotient determined by dividing (A) the number of shares of NewCo Common Stock then outstandingon a fully diluted basis held by such Stockholder, if NewCo engages by (B) the aggregate amount of shares of Common Stock on a fully diluted basis, in any transaction involving each case determined before giving effect to the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionNew Securities. (b) If NewCo proposes Each such Stockholder shall be entitled to engage purchase such New Securities at the most favorable price and on the most favorable economic terms as such New Securities are offered and sold; provided that if a Person participating in a transaction involving such purchase of New Securities is required in connection therewith also to purchase other securities of the direct Company, each Stockholder exercising its rights pursuant to this Section 7 shall also be required to purchase such other securities on the same economic terms and conditions as those on which the offeree or indirect sale purchaser of the New Securities is or issuance was required to purchase such other securities (e.g., such holder shall be required to purchase the same types and classes of Covered other securities, in the same proportions relative to their purchases of New Securities described and at the same unit prices). For example, if the Company offers to sell shares of Common Stock to the Investor and requires that, as part of such purchase, the offeree of such Common Stock must also purchase shares of Company preferred stock, each Stockholder exercising rights to purchase shares of Common Stock pursuant to this Section 7 would be obligated also to purchase the corresponding proportionate amount of Company preferred stock at the same price per share reflected in Section 8.12(athe Company’s offer. Each Stockholder participating in such purchase shall also be obligated to execute agreements in the form presented to such holder by the Company, so long as such agreements (including any representations or warranties contained therein) above, NewCo will first submit written notice are substantially similar to those to be or previously executed by other purchasers of New Securities (the “Notice of Preemptive Rights”without taking into consideration any rights which do not entitle such other purchaser(s) to a higher economic return on the Purchaser disclosing New Securities than the terms of economic return to which the proposed sale or issuance Stockholders exercising rights pursuant to this Section 7 and thereby participating in such transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities be entitled with respect to be sold or issuedNew Securities). The Notice purchase price for all New Securities offered to each Stockholder shall be payable in cash by wire transfer of Preemptive Rights will include immediately available funds to an offer account designated by the Company. If any Rollover Stockholder declines to exercise its rights pursuant to this Section 7, Parallex shall be entitled to exercise such declining Rollover Stockholder’s preemptive rights as if Parallex were the Purchaser to purchase up to the Purchaser’s Amount owner of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCoRollover Stockholder’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeStockholder Shares. (c) Any Covered Securities covered by For purposes hereof, “New Securities” means any equity securities of the Company, or any securities containing options or rights to acquire Company equity securities, other than (i) securities issued as a Notice dividend on the then outstanding Common Stock, (ii) securities issued pursuant to exercise, conversion or exchange of Preemptive Rights which are not purchased securities or rights outstanding on the date hereof or previously issued by the Purchaser Company subject to this Section 7 (including pursuant to Section 8.12(ban exclusion from the definition of New Securities in any of clauses (i) may be sold by NewCo through (vi) of this definition of New Securities), (iii) securities issued as consideration for the acquisition of or investment in another company or business or in support of other strategic transactions (whether through a purchase of securities, a merger, consolidation, purchase of assets or otherwise), (iv) securities issued in a Public Offering, (v) issuances of Common Stock or options to a third party or parties at any time within 180 days following the expiration acquire Common Stock to employees, directors and consultants of the 15 Business Day period specified Company or its Subsidiaries on terms approved by the Board or (vi) securities issued as additional yield or return in Section 8.12(b); provided that each respect of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsinstitutional indebtedness for borrowed money.

Preemptive Rights. In the event that the Company proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally, each Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Holder to maintain the percentage of voting power for the election of directors generally with the Common Stock of such Holder immediately prior to such sale or other issuance of New Securities (assuming the conversion into, exercise or exchange of all Convertible Securities in accordance with their terms). In the event that the Company proposes to sell or otherwise issue New Securities that do not vote with the Common Stock for the election of directors generally, each Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Holder immediately prior to such sale or other issuance of such New Securities (assuming the conversion, exercise or exchange of all Convertible Securities in accordance with their terms). (a) For purposes of this Section 3.2, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP. (b) In the event that the Purchaser Beneficially Owns at least 20% Company proposes to undertake an issuance or sale of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceNew Securities, the Purchaser will be afforded Company shall give each Holder and the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit Warrant Agent written notice (the “Notice of Preemptive RightsCompany New Securities Notice”) of its intention, stating (i) the type of New Securities, (ii) the purchase price, number and general terms upon which the Company proposes to issue or sell such New Securities and (iii) the estimated or actual closing date, as applicable, of the sale or issuance of New Securities. The Company New Securities Notice shall be given to each Holder and the Warrant Agent (x) in the case of sales or issuances of New Securities other than in connection with Participant Elective Deferrals, at least twenty (20) Business Days prior to the Purchaser disclosing the terms first closing of the proposed sale or issuance transaction or (which notice will set forth all material termsy) in the case of issuances of New Securities in connection with Participant Elective Deferrals, including pricewithin ten (10) Business Days following the first issuance of such New Securities. Each Holder shall have the right, number for a period of securities or aggregate principal amountthirty (30) Business Days after receipt of the Company New Securities Notice (the “New Securities Acceptance Period”), as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser agree to purchase up to the Purchaser’s Amount its pro rata share of such Covered New Securities at the purchase price and on the terms and conditions, including price, not less favorable to stated in the Purchaser than those on which NewCo proposes to sell such Covered Company New Securities to the third party or partiesNotice. Such offer as set forth in the Notice of Preemptive Rights will remain open for acceptance shall be made by delivering a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the Company, the ESOP Trust and the Warrant Agent within the New Securities Acceptance Period specifying the number of Covered New Securities that the Purchaser intends to such Holder shall purchase. The consummation For purposes of this Section 3.2, the “pro rata share” of a Holder shall mean the number or amount of New Securities which shall enable such Holder to maintain, assuming the conversion of all Convertible Securities in accordance with their terms, the percentage equity interest of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described Holder in the Notice Company immediately prior to such sale or other issuance of Preemptive RightsNew Securities. Nothing herein If at the time there are any Holders other than the ESOP, the Company shall prohibit NewCo’s consummation include in any filings with the SEC on Form 8-K regarding an issuance or sale of New Securities in connection with Participant Elective Deferrals a disclosure that such sale or issuance is subject to the sale provisions of this SECTION 3.2 and that Holders have the rights set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeherein. (c) Any Covered In the event the Company delivers the Company New Securities covered by Notice in accordance with Section 3.2(b), the Company shall have a period of sixty (60) Business Days (the “New Securities Sale Period”) from the date of the first closing or issuance specified in the Company New Securities Notice of Preemptive Rights which are to sell to third parties all such New Securities not purchased by the Purchaser Holders pursuant to this Section 8.12(b) may be sold by NewCo 3.2 at a price and upon general terms no more favorable to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of purchasers thereof than the price and terms specified in the other Company New Securities Notice, and such purchasers shall agree in writing to be bound by the terms and conditions of this Agreement as provided in Section 2.1(a)(iii). In the event the Company has not sold all such sale are New Securities within the New Securities Sale Period, then the Company shall not more favorable thereafter issue or sell any New Securities without first offering such New Securities to such third parties than as set forth the Holders in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance accordance with this Section 8.12(c3.2. (d) will require delivery If the purchase price in connection with any issuance or sale of New Securities contemplated by this Section 3.2 includes consideration other than cash, then the Holders exercising their preemptive rights pursuant to this Section 3.2 shall pay to the Company, in lieu of paying such non-cash consideration, an amount in cash equal to the fair market value of such non-cash consideration as of the date such non-cash consideration would have been delivered in exchange for such New Securities, as determined by a new Notice nationally recognized investment bank selected by the Company and acceptable to the Requisite Holders. (e) The closing of Preemptive Rights.any issuance or sale of New Securities pursuant to this Section 3.2 shall take place at such time and place as specified in the Company New Securities Notice. At the closing of such issuance or sale, the Company shall issue and deliver to each Holder, if such securities are certificated, stock certificates (or, if applicable, executed

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% 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 aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in Company to any transaction involving the direct Person or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% (ii) any debt securities of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceCompany to any Member (collectively, the Purchaser will be afforded “Preemptive Securities”) unless, in each case, the opportunity Company shall have first offered to acquire from NewCosell to each Common Holder (each a “Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, for the same at a price and on the same such other terms as shall have been specified by the Company in writing delivered to each such Covered Securities are offered, up to an amount Preemptive Holder (the “AmountPreemptive Offer”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided), that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party which Preemptive Offer shall by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction its terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open and irrevocable for a period of at least 15 Business Days after thirty calendar days from the Notice date it is delivered by the Company (the “Preemptive Offer Period”). Each Preemptive Holder may elect to purchase all or any portion of such Preemptive Holder’s Preemptive Share of the Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by delivering written notice of such election to 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 the Preemptive Securities pursuant to this Section 12.3 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 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. Notwithstanding anything to the contrary set forth in this Agreement, a Preemptive Holder may assign all or any portion of 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 purposes of this Section 12.3. (b) Each Preemptive Holder’s “Preemptive Share” of Preemptive Rights is deliveredSecurities shall be determined as follows: the total number of Preemptive Securities, prior to multiplied by a fraction, (i) the expiration numerator of which period the Purchaser may accept such offer by written notice to NewCo setting forth is the number of Covered Securities that Common Membership Interests then held, directly or indirectly, by such Preemptive Holder, and (ii) the Purchaser intends to purchase. The consummation denominator of which is the number of Common Membership Interests then held by all Preemptive Holders (including such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeHolder). (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In Except as provided in Section 2.07(e) or Section 2.07(f), if the event that Company wishes to issue any Equity Securities to any Person or Persons (all such Equity Securities, collectively, the Purchaser Beneficially Owns at least 20% “New Securities”), then the Company 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 shares New Securities to be sold and the terms and conditions of NewCo Common Stock then outstandingsale. Upon receipt of the Company’s Notice of Intention to Sell, if NewCo engages 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 any transaction involving the direct or indirect sale or issuance Company’s Notice of Covered Intention to Sell, up to the number of New Securities equal to the product of (i) such holder’s Preemptive Proportion, multiplied by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of (ii) the aggregate number of outstanding shares New Securities to be issued; provided, that if the New Securities consist of NewCo Common Stock immediately following more than one class, series or type of Equity Securities, then any holder of Preemptive Shares who elects to purchase such sale or issuance, the Purchaser will be afforded the opportunity New Securities pursuant to acquire from NewCo, for this Section 2.07 must purchase the same price 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, Class E Member or 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 New Securities that such Covered 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 are offered(such aggregate portion of New Securities that has not been so elected, up to an amount the “Excess New Securities”), then the Company will offer, by written notice (the “AmountSupplemental 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 “Full Participants”) necessary the right to enable elect to purchase, at the Purchaser price and on the terms and conditions stated in the Company’s Notice of Intention to own 20% Sell: (i) in relation to Class F Preferred Shares held by Full Participants, their Class F Preemptive Proportion (the “Class F Excess Process”); and (ii) following completion of the aggregate number Class F Excess Process, in relation to all other Preemptive Shares held by Full Participants their Preemptive Proportion (calculated as if (A) Class F Preferred Shares are excluded from the determination of outstanding shares Preemptive Proportion (including the Total Conversion Shares used therefor) and (B) the Total Conversion Shares excludes all Shares of NewCo Common Stock immediately following each holder of Preemptive Shares that did not elect to purchase their entire share of the New Securities) of the Excess New Securities remaining after the Class F Excess Process, such sale or issuance; provided, thatthat all of the Excess New Securities remaining after the Class F Excess Process may be purchased by such holders, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party so elected. All elections under this Section 2.07(a) must be made by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior written notice to the public disclosure Company within fifteen (15) days (or announcement such later date determined by the Board of Directors) after receipt by such transactionholder of Preemptive Shares of (as applicable) the Company’s Notice of Intention to Sell or the Supplemental Notice of Intention to Sell (the “Acceptance Period”). (b) If NewCo proposes the holders of Preemptive Shares have not elected to engage in a transaction involving purchase all of the direct or indirect sale or issuance of Covered New Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “a Company’s Notice of Preemptive Rights”Intention to Sell, then the Company may, at its election, during the period of ninety (90) days immediately following the expiration of the Acceptance Period therefor (or the expiration of the Acceptance Period relating to the Supplemental Notice of Intention to Sell, if the same is issued), sell and issue any of the New Securities not elected for purchase pursuant to Section 2.07(a) to any Person(s) at a price and upon terms and conditions no more favorable, in the Purchaser disclosing aggregate, to such Person(s) than those stated in the terms Company’s Notice of Intention to Sell. (c) In the event the Company has not sold the New Securities to be issued within such ninety (90) day period, the Company shall not thereafter issue or sell any such New Securities without once again offering such securities to each holder of Preemptive Shares in the manner provided in Section 2.07(a). (d) If a holder of Preemptive Shares elects to purchase any of the proposed sale New Securities, payment therefor shall be made by wire transfer against delivery of such New Securities at the principal office of the Company within fifteen (15) days of such election unless a later date is mutually agreed between the Company and such holder of Preemptive Shares; provided, that if SoftBank elects to purchase any of the New Securities, to the extent necessary in order to accommodate the time required to call capital to purchase the Preemptive Shares, payment therefor shall be made by wire transfer against delivery of such New Securities at the principal office of the Company within thirty five (35) days of such election by SoftBank. (e) Notwithstanding anything to the contrary in this Agreement, (i) no holder of Preemptive Shares shall have a right to purchase New Securities pursuant to this Section 2.07, if such purchase will, in the good faith determination of the Board of Directors, violate any applicable laws (whether or issuance transaction not such violation may be cured by a filing of a registration statement or any other special disclosure) and (which notice will set forth all material termsii) in lieu of offering any New Securities to any holder of Preemptive Shares prior to the time such New Securities are offered or sold to any other Person or Persons, including price, number the Company may comply with the provisions of securities this Section 2.07 by first issuing New Securities to such other Person or aggregate principal amount, as applicablePersons, and the type of securities to be sold promptly after such issuance (or issued). The Notice of Preemptive Rights will include acceptance) (and, in any event, within thirty (30) days thereafter) making an offer to the Purchaser sell (or causing such other Person or Persons to purchase up offer to sell), to the Purchaser’s Amount holders of Preemptive Shares, New Securities in such a manner so as to enable such holders of Preemptive Shares to effectively exercise their respective rights pursuant to Section 2.07(a) with respect to their purchase, for cash, of such Covered New Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it they would have been entitled to purchase if such issuance had occurred at the same timepursuant to Section 2.07(a). (cf) Any Covered Notwithstanding anything to the contrary in this Section 2.07, the preemptive rights contained in this Section 2.07 shall not apply to: (i) any Equity Securities covered by a Notice issued pursuant to the funding of Preemptive Rights which are not purchased by the Purchaser GM Commitment, the SoftBank Commitment and the Subsequent SoftBank Commitment; (ii) any Equity Securities issued pursuant to Sections 2.10 or 2.11; (iii) any Class B Common Shares that may be issued to Employee Members, including upon the exercise or settlement of any Equity Award; (iv) any Equity Securities issued in connection with an IPO (including pursuant to Section 8.12(b9.10(c)); (v) may be sold by NewCo to any Equity Securities issued upon any subdivision, split, recapitalization, reclassification, combination or similar reorganization; and (vi) any Equity Securities issued in connection with any merger, consolidation, acquisition for stock, business combination, purchase of assets or business(es) of, or any similar extraordinary transaction with a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b(each an “M&A Transaction”); provided that each the value (measured as of the price and the other terms and conditions date of issuance) of such sale are not more favorable Equity Securities issued by the Company pursuant to such third parties than as the exemption set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c2.07(f)(vi) does not exceed an aggregate of $250,000,000 with respect to any individual calendar year (it being understood that in the event such $250,000,000 cap is exceeded in any given calendar year, the preemptive rights contained in this Section 2.07 will require delivery apply (subject to the other limitations set forth in this Agreement) solely with respect to that portion of a new Notice Equity Securities issued in excess of Preemptive Rightssuch cap in such calendar year).

Preemptive Rights. If, subsequent to the date hereof and during the "Covered Period" (aas hereinafter defined), the Corporation desires to issue and sell any shares of capital stock of the Corporation (other than "Excluded Stock," as hereinafter defined), the Corporation shall afford the Purchaser "preemptive rights" (exercisable within 10 days following reasonably detailed written notice from the Corporation of the proposed sale of stock) In in order to permit the event Purchaser to maintain its proportionate percentage ownership in the Corporation (it being agreed that the Purchaser Beneficially Owns at least 20% Purchaser's "proportionate" ownership shall be computed by comparing the Corporation's aggregate number of outstanding shares of common stock to the aggregate number of shares of NewCo Common Stock common stock then outstandingheld by Purchaser and acquired pursuant to this Agreement on the date hereof and the "Right of First Refusal Agreement" being executed by Purchaser on or about the date hereof). As used herein, if NewCo engages in any transaction involving the direct or indirect sale or issuance term (x) "Covered Period" shall mean the period commencing on the date hereof and ending on the earliest to occur of Covered Securities by NewCo (i) the date four years after the date hereof, and such sale or issuance would cause (ii) the date Purchaser to Beneficially Own less than 20no longer owns at least 80% of the aggregate number Shares acquired pursuant to this Agreement on the date hereof; and (y) "Excluded Stock" shall mean (i) securities issued upon exercise of options or warrants or conversion of convertible securities outstanding as of the date hereof as disclosed in SCHEDULE 2(C) to this Agreement, (ii) shares of NewCo Common Stock immediately following such sale issuable pursuant to stock options or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount "Section 423" stock purchase rights (the “Amount”) necessary to enable the Purchaser to own 20with per share exercise or purchase prices no less than 85% of the aggregate number fair market value of outstanding the Common Stock on the date of grant) that may be granted in the future pursuant to the Company's 1996 and 1993 stock option plans (as such plans are currently in effect), (iii) securities issued to Purchaser or Penske Motorsports, Inc. ("Penske") or any of their respective affiliates, (iv) shares of NewCo Common Stock immediately following such sale issued in "private placement" transactions that constitute bona fide financings or issuance; provided, thatacquisitions, if the transaction and only if, with respect to this item (iv), (A) at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as least 50%-in-interest of the time acquirors of entry such stock (the "New Shareholders") enter into agreements (in form reasonably acceptable to Purchaser) substantially the same as the Right of First Refusal Agreement (with the term of such agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, to exceed the per share purchase price shall be deemed to be the trading price then remaining term of the NewCo Right of First Refusal Agreement), and (B) the identity of all of such New Shareholders is approved by the Purchaser, which approval shall not be unreasonably withheld or delayed it being agreed that approval shall not be required with respect to (x) institutional investors, or (y) any other New Shareholder that would not be required to file or amend a Schedule 13D statement with respect to the Corporation by reason of its acquisition or ownership of Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above"Non-13D Filer"); PROVIDED, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material termsHOWEVER, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The upon consummation of such purchase by a financing or acquisition where the Purchaser does not approve the Non-13D Filer (whether or not required), the Corporation shall be conditioned on obligated to file a "shelf" resale registration statement with the simultaneous or prior Commission within 15 business days of the consummation of such financing or acquisition with respect to the potential public offering and sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation up to all of the sale set forth shares of Common Stock owned by Purchaser unless a "shelf" resale registration statement is then in effect or on file with the Notice Commission with respect to such shares of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder Common Stock owned by Purchaser, and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (cv) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser securities issued pursuant to Section 8.12(b) may be sold by NewCo stock dividends, stock splits, and similar "no sale" events that apply generally to a third party or parties at any time within 180 days following the expiration all shares of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsoutstanding Common Stock.

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% Company proposes to sell or otherwise issue (a “Proposed Offering”) equity securities of the aggregate number of Company (including shares of NewCo Common Stock then outstandingor preferred stock), if NewCo engages in any transaction involving the direct securities convertible into or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% exchangeable for equity securities of the aggregate number Company or any options rights or warrants to purchase equity securities of outstanding shares the Company (any of NewCo Common Stock immediately following such sale or issuancethe foregoing, “Dilutive Securities”), other than in a Permitted Offering, each Stockholder holding Shares as of the Purchaser will be afforded date of the opportunity Company Sale Notice that is an Accredited Investor (each, a “Preemptive Rights Stockholder”) shall have the right to acquire from NewCothat number or amount of such Dilutive Securities as is determined in accordance with Section 6.5(b) below, for at the same price and on upon the same terms and conditions as such Covered Dilutive Securities are offered, up to an amount (being offered by the “Amount”) necessary to enable Company in the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Proposed Offering. No Dilutive Securities shall be deemed issued by the Company to be any Person unless the Company has first offered at such securities to each Preemptive Rights Stockholder in the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainableaccordance with this Section 6.5. Notwithstanding anything contained in this Section 6.5, the per share purchase price rights of a holder of Employee Shares under this Section 6.5 shall only be deemed granted to be the trading price a holder of the NewCo Common Stock at the close of the business on the day immediately prior Employee Shares who has provided to the public disclosure or announcement of Company evidence (satisfactory to the Company its sole discretion) that such transactionholder qualifies as an Accredited Investor. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at At least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration consummation of any Proposed Offering to which period this Section 6.5 applies, the Purchaser may accept such offer by Company shall give written notice thereof to NewCo each Preemptive Rights Stockholder (the “Company Sale Notice”), setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions on which the Dilutive Securities are being offered to the proposed transferee(s), and offering to sell to each Preemptive Rights Stockholder its pro rata share of such sale Dilutive Securities on the same terms and conditions (the “Preemptive Rights Offer”); provided, that such pro rata share shall be based upon a ratio of the relative number of Shares beneficially owned by such Preemptive Rights Stockholder to the total number of Shares outstanding immediately prior to consummation of the Proposed Offering. Each Preemptive Rights Stockholder shall be entitled to accept any Preemptive Rights Offer by providing written notice to the Company not later than ten Business Days after the date of the applicable Company Sale Notice (the “Preemptive Rights Period”), and any Preemptive Rights Stockholder who fails to timely accept any Preemptive Rights Offer shall have no further rights with respect to the Proposed Offering to which such Preemptive Rights Offer relates. Any Dilutive Securities that are offered in a Preemptive Rights Offer but are not more favorable accepted by Preemptive Rights Stockholders during the Preemptive Rights Period may be sold by the Company at any time prior to such third parties than the 90th day following the expiration of the Preemptive Rights Period on the same terms and conditions as are set forth in the Notice of Preemptive Rights. For the avoidance of doubtapplicable Company Sale Notice. (c) As used herein, “Permitted Offering” means (i) any sale or issuance by the Company of Covered Employee Shares, (ii) any sale or issuance by the Company of Dilutive Securities other than (A) pursuant to any stock split, subdivision of shares, stock dividend or similar transaction by the Company, (B) pursuant to any merger or business combination transaction involving the Company or any of its Subsidiaries or as consideration for the acquisition by the Company or any of its Subsidiaries of assets or another business or entity, provided that in compliance no event may any such exception be used with the intent to circumvent the rights of the stockholders under this Section 8.12(c6.5, (C) will require delivery in any Public Offering, or (D) upon the exercise of any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement or issued or issuable pursuant to the exercise of any such rights or agreements granted after the date of this Agreement, (iii) any issuance by the Company to (A) banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board or (B) suppliers or third party service providers in connection with the provision of goods or services pursuant to a transaction approved by the Board or (iv) any issuance in connection with strategic partnerships approved by the Board (but specifically excluding any transaction that has the primary purpose of a new Notice of Preemptive RightsPerson providing cash to the company in exchange for Common Stock).

Preemptive Rights. (a) In If the event Company receives a written notice from Holdco providing an offer for the Company to purchase additional Holdco Securities pursuant to Section 4.04 of the Holdco Agreement, then each Eligible Member shall have the right to purchase (a “Preemptive Right”) on the terms set forth herein, that number of Units or other Securities equal to such Member’s pro rata share (based on the relative Percentage Interests of all Eligible Members) of the number of Units or other Securities that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance Company would cause the Purchaser have to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount issue (the “AmountAdditional Securities”) necessary to enable fund the Purchaser Company’s exercise of its rights to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo purchase additional Holdco Securities in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionfull. (b) If NewCo proposes to engage in Promptly upon the Company’s receipt of a transaction involving the direct or indirect sale or issuance of Covered Securities notice from Holdco described in Section 8.12(a) above4.04(a), NewCo will first submit the Company shall, by written notice (the “Notice of Preemptive RightsNotice”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material termseach Eligible Member, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include provide an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Additional Securities to each Eligible Member in accordance with Section 4.04(a), which Preemptive Notice shall include the third party applicable purchase price per share or parties. Such offer as set forth in other unit, aggregate amount of Additional Securities offered by the Notice Company, number or amount of Preemptive Rights will remain open Additional Securities offered to such Member (based on the respective Percentage Interests of the Eligible Members immediately prior to such issuance), proposed closing date, place and time for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, issuance thereof (which closing shall occur immediately prior to the expiration Company’s purchase of the related Holdco Securities), and any other material terms and conditions of the offer. On or before the date that is one (1) Business Day before the date by which period the Purchaser may accept Company must notify Holdco of the Company’s election to purchase Holdco Securities pursuant to the notice from Holdco described Section 4.04(a) (which date shall be specified in the Preemptive Notice), any Eligible Member wishing to exercise its Preemptive Right concerning such offer by written Additional Securities shall deliver notice to NewCo the Company setting forth the number of Covered Additional Securities that the Purchaser intends which such Member commits to purchase. The consummation purchase (which may be for all or any portion of such Additional Securities offered to such Eligible Member in the Preemptive Notice). Each Eligible Member shall have the additional right (the “Additional Purchase Right”) to offer in its notice of exercise to purchase any or all of the Additional Securities not accepted for purchase by the Purchaser any other Eligible Member, in which event such Additional Securities not accepted by any other Eligible Member shall be conditioned deemed to have been offered to and accepted by the Eligible Members exercising such Additional Purchase Right in proportion to their respective Percentage Interests immediately prior to such issuance on the simultaneous same terms and at the same price per share or prior consummation other unit as those specified in the Preemptive Notice, but in no event shall any Eligible Member exercising its Additional Purchase Right be allocated a number of Additional Securities in excess of the sale described maximum number such Eligible Member has offered to purchase in its notice of exercise. Each Eligible Member so exercising its right under this Section 4.04 shall be entitled and obligated to purchase that number of Additional Securities specified in such Eligible Member’s notice on the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale terms and conditions set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeNotice. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased The purchase price for each Additional Security shall equal the price to be paid by the Purchaser Company for each related Holdco Security and shall be paid as a Capital Contribution. If Holdco proposes to issue: (i) Holdco A Shares, the Company shall (A) subject to this Section 4.04, issue the number of Class A Units and the series thereof that each Eligible Member elects to purchase pursuant (and makes the corresponding Capital Contribution in exchange therefor) to this Section 4.04 and (B) exercise its pre-emptive rights to purchase from Holdco, in the aggregate, an equal number of such Holdco A Shares; and (ii) a new class or series of Securities of Holdco, the Company shall (A) create a new class or series, as applicable, of Securities of the Company having designations, preferences and rights with respect to distributions hereunder that are equivalent to those granted to any related Holdco Securities, (B) subject to this Section 4.04, issue the number of such Securities of the Company that each Eligible Member elects to purchase (and makes the corresponding Capital Contribution in exchange therefor) pursuant to this Section 8.12(b4.04 and (C) exercise its pre-emptive rights to purchase from Holdco, in the aggregate, an equal number of such Holdco Securities. (d) The Members acknowledge and agree that, notwithstanding anything to the contrary, the Manager may be sold by NewCo to a third party or parties at any time within 180 days following determine in its sole discretion that the expiration foregoing provisions of this Section 4.04, and Section 4.04 of the 15 Business Day period specified in Section 8.12(b); provided that each of the price Holdco Agreement, and the other terms applicability of Section 2.11 and conditions of such sale are the Section 2.01 Principle thereto, shall not more favorable apply to such third parties than any Eligible Member that is not an “accredited investor” (as set forth defined in Regulation D promulgated under the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsAct).

Preemptive Rights. In connection with any issuance by HHHH of any equity securities (aor securities convertible into or exercisable for equity securities) In the event that the Purchaser Beneficially Owns at least 20% in HHHH, other than issuances (i) to management or consultants as compensation for services, (ii) pursuant to any equity incentive plan of HHHH, or (iii) as consideration for an acquisition by HHHH or a subsidiary thereof of a business or assets of an unaffiliated third party (each of the aggregate number of shares of NewCo Common Stock then outstandingevents specified in clauses (i) through (iii) above, if NewCo engages in any transaction involving an “Excluded Transaction”), each Management Investor will have the direct right to purchase such equity securities (or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity rights to acquire from NewCo, for equity securities) at the same price and on the same terms as to be paid by the proposed purchasers, in an amount such Covered Securities are offeredthat each stockholder will maintain its respective fully diluted percentage interests (directly or indirectly) in the total equity of HHHH. After consulting with the CEO, up each Management Investor may exercise all or any portion of his, her or its preemptive rights by tendering a personal note to an HHHH in the applicable principal amount (the “Amount”) necessary to enable "Management Investor Note"), which note, at the Purchaser to own 20% election of such Management Investor may be nonrecourse and secured only by the aggregate number of outstanding shares of NewCo Common HHHH Stock immediately following acquired by such sale or Management Investor in the subject issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights Management Investor Note will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred accrue interest at the same time. (c) Any Covered Securities covered by a Notice per annum interest rate as HealthSouth’s then existing revolving credit facility and all accrued interest on and principal of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) Management Investor Note shall become due and payable upon the consummation of any put or call option on such Management Investor's HHHH Stock. The Management Investor Note may be sold by NewCo to a third party or parties prepaid at any time within 180 days following without any prepayment premium or penalty. Any Management Investor who is an executive officer of HealthSouth shall not be permitted to exercise his or her preemptive rights through a Management Investor Note Management Investors will be provided annual and quarterly financial information with respect to HHHH and its subsidiaries. On or prior to June 30, 2015, HealthSouth may sell or contribute its existing home healthcare business to HHHH for an increase in the expiration of HealthSouth Note equal to a multiple to be agreed upon by the 15 Business Day period specified in Section 8.12(b); provided parties that each of the price takes into consideration comparable acquisitions made by Wildcat during 2014 and the other terms first half of 2015, without giving effect to any HealthSouth corporate overhead charges (and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsno additional consideration).

Preemptive Rights. (a) In Until the event that Note is paid in full, Purchaser shall have the Purchaser Beneficially Owns at least 20% following preemptive rights: except for issuances of Common Stock (i) to the Company's employees, (ii) upon the conversion of the aggregate Warrant or other warrants or options outstanding as of the date hereof, or granted within the next 90 days as a part of similar bridge financings or as a part of the contemplated CS First Boston/Breckenridge financing, (iii) in connection with the acquisition of another company or business, (iv) pursuant to a public offering registered under the Securities Act, if the Company authorizes the issuance or sale of any shares of Common Stock, preferred stock or any securities (other than those described in (i) through (iv) above) containing options or rights to acquire any shares of Common Stock or preferred stock (other than as a dividend on the outstanding Common Stock), the Company shall first offer to sell to each holder of Underlying Common Stock a portion of such stock or securities equal to the quotient determined by dividing (1) the number of shares of NewCo Under-lying Common Stock then outstanding, if NewCo engages in any transaction involving held by such holder by (2) the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% sum of the aggregate total number of outstanding shares of NewCo Underlying Common Stock immediately following and the number of shares of Common Stock outstanding which are not shares of Under-lying Common Stock. Each holder of Underlying Common Stock shall be entitled to purchase such sale stock or issuance, securities at the Purchaser will be afforded the opportunity to acquire from NewCo, for the same most favorable price and on the same most favorable terms as such Covered Securities stock or securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share to any other Persons The purchase price implied from for all stock and securities offered to the transaction terms as holders of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price Underlying Common Stock shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior payable in cash or, to the public disclosure or announcement of extent otherwise required hereunder, notes issued by such transactionholders. (b) If NewCo proposes In order to engage in exercise its purchase rights hereunder, a transaction involving the direct or indirect sale or issuance holder of Covered Securities described in Section 8.12(a) above, NewCo will first submit Underlying Common Stock must within 15 days after receipt of written notice (from the “Notice of Preemptive Rights”) to Company describing in reasonable detail the Purchaser disclosing stock or securities being offered, the terms of purchase price thereof, the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on payment terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for holder's percentage allotment deliver a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number Company describing its election hereunder, together with payment of Covered Securities that the Purchaser intends to purchase. The consummation purchase price therefor and such subscription and other documents as are a part of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeoffering. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following Upon the expiration of the 15 Business Day offering period specified in Section 8.12(b); provided that each described above, the Company shall be entitled to sell such stock or securities which the holders of Underlying Common Stock have not elected to purchase during the price and the other 90 days following such expiration on terms and conditions of such sale are not no more favorable to the purchasers thereof than those offered to such third parties than as set forth in holders. Any stock or securities offered or sold by the Notice Company after such 90-day period must be reoffered to the holders of Preemptive Rights. For Underlying Common Stock pursuant to the avoidance terms of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsparagraph.

Preemptive Rights. If Company offers to sell its common stock, ----------------- securities convertible into common stock, or any other debt (excluding debt securities issued to banks or other financial institutions) or equity securities other than the issuance of options or shares to employees, directors and consultants which have been approved by the directors elected by the Series B Preferred Stock (the "Additional Securities") it will first offer to the holders of the Series C Shares, or, if applicable, Conversion Common Stock the right to purchase a portion of the Additional Securities such that such holders' aggregate percentage ownership of the Company on a fully diluted basis ("Purchasers' Percentage") will be unchanged. The offer shall set forth the number of shares to be sold, the price, and material terms and conditions. The right of the holders to purchase in the aggregate Additional Securities up to but not more than the Purchaser's Percentage may be exercised as follows: (a) In the event Company shall provide each holder with written notice of the number of securities to be issued and the cash price therefor; (b) each holder shall have the right to purchase that percentage of such securities equal to the ratio that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Conversion Common Stock then outstandingheld by such holder bears to the total number of shares of Conversion Common Stock held by all holders; (c) second, if NewCo engages in any transaction involving not all holders elect to purchase their pro rata share, then as to the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% excess of the aggregate number amount of outstanding Purchaser's Percentage over the shares of NewCo Common Stock immediately following taken by holders electing to purchase their pro rata part (such sale or issuanceexcess to be referred to as the "Unsubscribed Shares"), the Purchaser will holders who do so elect shall be afforded offered the opportunity right to acquire from NewCopro rata among themselves based on their holdings of Conversion Common Stock; and (d) if after such offer, any of the Unsubscribed Shares remain unsold, as to such unsold Unsubscribed Shares, as the holders who agreed to purchase their pro rata part of the Unsubscribed Shares may agree, all within thirty (30) days of notice by the Company of such proposed issuance. The Company may, within thirty (30) days, sell the remaining securities not to be purchased by the holders to third parties on the terms and conditions set forth in the offer delivered to holders, and the holders shall be required to deliver the consideration to Company for the same price and on securities being purchased by the holders at the same terms as time such Covered Securities third parties are offeredrequired to deliver their consideration to Company. Notwithstanding anything in this Section 7 to the contrary, up the holders' rights under this Section 7 shall not apply to an amount (i) the “Amount”) necessary to enable the Purchaser to own 20% securities of the aggregate number of Company outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure issuance of the initial Series C Shares; (ii) shares of common stock issued in connection with any stock split, stock dividends or announcement recapitalization of such transaction. Company or upon conversion of the Series C Shares; (biv) If NewCo proposes to engage in a transaction involving the any borrowings, direct or indirect sale from financial institutions by the Company, whether or not presently authorized, evidenced by any type of debt instrument with no equity features; (v) securities issued pursuant to an effective registration statement filed with the SEC in connection with a registered public offering; (vi) equity securities issued to a financial institution in connection with any lease financing or debt financing of the Company approved by a two-thirds (2/3) vote of the Board of Directors; or (vii) any transaction in which all directors of the Company elect for this Section 7 not to apply. Exhibit B --------- March 31, 2000 Industrial-Works Holding Co. LLC c/o Glenmount International, L.P. 00000 Xxx Xxxxxx Xxxxxx, Suite 400 Irvine, California 92612 Ladies and Gentlemen: Reference is hereby made to that certain Preferred Stock Purchase Agreement (the "Agreement") dated as of March 31, 2000, by and between FieldWorks Incorporated, a Minnesota corporation (the "Company"), and Industrial-Works Holding Co. LLC, a Delaware limited liability company ("Purchaser"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Agreement. We have acted as counsel to the Company in connection with the issuance of Covered Securities described in Section 8.12(a) abovethe Series C Shares to Purchaser as contemplated under the Agreement. We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions, NewCo will first submit written notice we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (the “Notice of Preemptive Rights”corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company, including certificates being delivered to you at the Closing. On the basis of the foregoing and of our examination of such other questions of law and fact as we deem relevant under the circumstances, and in reliance thereon, and subject to the limitations, qualifications, presumptions and exceptions set forth herein, we are of the opinion that: 1. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Minnesota with corporate power and authority to conduct its business as it is presently conducted, to own and lease its properties and assets and to execute and deliver the Transaction Documents and perform its obligations thereunder. 2. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which (i) such qualification is necessary under applicable law as a result of its conduct of business and (ii) the failure to be so qualified would have a Material Adverse Effect. 3. Each of the Transaction Documents has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of Company, enforceable against the Company in accordance with its terms. 4. The Company has taken action to reserve 500,000 shares of Common Stock for future issuance in connection with the exercise of the Series C Preferred Stock. Assuming the representations and warranties made by Purchaser disclosing in Article III in the Agreement are true and correct, the offer and sale of the Series C Preferred Stock to Purchaser pursuant to the terms of the proposed sale or issuance transaction Agreement are exempt from the registration requirements of the Securities Act of 1933 (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued"Securities Act"). The Notice Assuming the representations and warranties made by Purchaser in Article III in the Agreement are true and correct, the issuance to Purchaser of Preemptive Rights the Conversion Shares in accordance with the terms of the Agreement will include an offer be exempt from such registration and qualification requirements. 5. Neither the execution and delivery by the Company of the Transaction Documents nor the performance of its obligations thereunder will (a) result in the violation of (i) any federal or Minnesota statute or regulation applicable to the Purchaser Company or (ii) any order or decree known to purchase up to us of any court or governmental authority binding upon the Purchaser’s Amount Company or its property, (b) conflict with the Company's Articles of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party Incorporation or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous Bylaws or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered result in a default or in creation of a lien under any indenture, loan agreement or other agreement known to us by a Notice of Preemptive Rights which are not purchased the Company is bound. 6. No registration with or approval by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party any federal or parties at any time within 180 days following the expiration state governmental agency is required of the 15 Business Day period specified Company in Section 8.12(b); provided that each connection with the execution and delivery or the performance of the price Transaction Documents to which it is a party. 7. The authorized capital stock of the Company consists of 30,000,000 shares of Common Stock, $0.001 par value per share ("Company Common Stock"), of which 8,894,426 shares are issued and outstanding, and 5,000,000 shares of preferred stock, $.001 par value, of which 4,250,000 shares have been designated Series B Convertible Participating Preferred Stock (the other terms "Series B Stock") and conditions of such sale are not more favorable to such third parties than as set forth in 500,000 shares have been designated Series C Convertible Participating Preferred Stock (the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights"Series C Stock").

Preemptive Rights. From after the Closing Date of this Agreement until the Preemptive Rights Termination Date (a) In as defined below), in the event that the Purchaser Beneficially Owns wishes at least 20% of the aggregate number of shares of NewCo Common Stock then outstandingany time to offer and sell any equity rights in Purchaser (including warrants, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger debt or other business combination involving rights convertible into equity of Purchaser) in connection with any financing transaction (other than in connection with a Third Party Change of Control as defined in Section 5.7(b) above) (a “Preemptive Event”), Purchaser shall deliver written notice to Seller (or those persons that have received Purchaser Stock directly from Seller as permitted by NewCo Section 5.8(a) (in either event, a “Seller Shareholder”)) (a “Preemptive Notice”), which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities Preemptive Notice shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the delivered on or before ten (10) business on the day immediately days prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms anticipated closing of the proposed sale or issuance transaction (which notice will Preemptive Event, and shall set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable proposed financing; provided, however, no Seller Shareholder shall be entitled to receive a Preemptive Notice unless such third parties than Seller Shareholder beneficially owns Purchaser Stock equal to at least 4.0% of the issued and outstanding shares of common stock of Purchaser on the date of the Preemptive Event. A Seller Shareholder entitled to a Preemptive Notice shall have the right to subscribe for and purchase a number of such shares of common stock determined by 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 “Purchaser Allocation”). Such right shall be exercised by the Seller Shareholder by giving written notice of acceptance to the Purchaser within the later of (i) 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 the Preemptive Event. In the event the Seller Shareholder exercises such right it shall subscribe, purchase and pay for such Purchaser Allocation of common stock on the terms and conditions set forth in the Notice of Preemptive RightsNotice, on the purchase date set forth in the Preemptive Notice. For the avoidance purposes of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c5.7, the Preemptive Rights Termination Date shall be the date that no Seller Shareholder owns at least 4% of the of the issued and outstanding shares of common stock of Purchaser or four (4) will require delivery of a new Notice of Preemptive Rightsyears, whichever comes first.

Preemptive Rights. For six (a6) In months following the event that date of this Agreement, if the Purchaser Beneficially Owns at least 20% Company issues for cash consideration any Common Stock or any securities convertible into or exchangeable for, directly or indirectly, our Common Stock (“Convertible Securities” and together with the Common Stock, the “Common Equity”) or any rights, warrants or options to purchase any Common Equity (the issuance of any such Common Equity during such six (6) month period, the “Common Equity Sale”), then the Holder shall also have the right, subsequent to the consummation of the aggregate number of shares of NewCo Common Stock then outstandingEquity Sale, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, purchase up to an amount (of Common Equity, on the identical terms and conditions as the Common Equity was issued in the Common Equity Sale, so as to maintain such Holder’s “Amount”) necessary to enable the Purchaser to own 20% as converted” pro rata ownership based solely upon ownership of the aggregate number of outstanding shares of NewCo Common Stock immediately following Company’s equity represented by such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Holder’s Registrable Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes Common Equity Sale. Notwithstanding anything to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) contrary set forth above, NewCo will first submit such purchase rights shall not apply to any (i) Common Equity (other than for cash) in connection with a strategic merger, alliance, joint venture, acquisition, consolidation, licensing or partnering agreement; (ii) any Common Equity issued in connection with any credit facility obtained by the Company; or (iii) Common Equity issued pursuant to an employment agreement or arrangement or an equity compensation plan approved by the Company’s board of directors. Upon the consummation of the Common Equity Sale giving rise to this right, the Company shall promptly give the Holder written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by Common Equity Sale describing the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of Common Equity, the price and the other terms and conditions upon which the Company issued the same and the Company’s calculation of the amount of Common Equity that the Company believes such sale are not more favorable Holder has the right to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightspurchase.

Preemptive Rights. Subject to this Xxxxxxx 0, xxxx of the Stockholders shall have any preemptive rights with respect to issuances of Equity Securities by the Company or any of its subsidiaries. Notwithstanding the foregoing, at any time prior to a Qualified Public Offering, each Fresh Market Co-Investor shall have the right to participate, in whole or in part, on a pro rata basis (a) In measured with reference to the percentage of the outstanding Common Stock owned by such Fresh Market Co-Investors relative to the percentage of the outstanding Common Stock owned by the Sponsor Funds and the other Fresh Market Co-Investors), in any subscription for Equity Securities by the Apollo Group and/or any other Stockholder (other than in connection with any equity based compensation plans or arrangements), on the same terms, cash purchase price and subject to the same conditions as applied to the Apollo Group and/or any other Stockholder (a “Preemptive Event”). The offer to the Fresh Market Co-Investors to participate in any such equity issuance shall be made either prior to or as soon as reasonably practicable after the relevant issuance to achieve the same effect. The Company shall give prompt notice to each Fresh Market Co-Investor of any Preemptive Event, including the terms of such subscription, which the Fresh Market Co-Investors shall have 30 days to accept or reject (in whole or in part), provided that in the event that any such Fresh Market Co-Investor does not reply in such 30-day period, such offer shall be deemed rejected by such Fresh Market Co-Investor. If and to the Purchaser Beneficially Owns at least 20% extent a Fresh Market Co-Investor rejects (in whole or in part) its respective right for subscription in a Preemptive Event, it shall forfeit such opportunity, which opportunity shall revert to the Sponsor Funds, who may elect to purchase such securities within 120 days after the expiration of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving 30 day period described above at the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same proposed purchase price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior notice provided to the Fresh Market Co-Investors pursuant to this Section 5. Any Equity Securities not sold within such 120 day period that are again offered for sale by the Company or any of Covered Securities its subsidiaries after such 120 day period must be reoffered to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser Fresh Market Co-Investors pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights5.

Preemptive Rights. (a) In If the event that Company proposes to offer New Securities (as herein defined) to any person at any time, the Purchaser Beneficially Owns at least 20% Company shall, before such offer, deliver to the Purchasers an offer (the "NEW SECURITIES OFFER") to issue the New Securities to them to the extent necessary to maintain such Purchaser's ownership percentage of the aggregate number of shares of NewCo Common Stock then outstandingCompany on a fully-diluted basis, if NewCo engages taking into account the Warrant Shares, but excluding the Note Shares, upon the terms set forth in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuancethis Section 7.7, the Purchaser will be afforded the opportunity to acquire from NewCo, for on the same price and on the same terms as such Covered to the third party. The New Securities are offered, up Offer shall state that the Company proposes to an amount issue New Securities and specify their number and terms (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceincluding purchase price); provided, thathowever, if Purchasers shall have the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered rights to purchase New Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms cash regardless of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities consideration to be sold or issued)issued to such third party. The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered New Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will Offer shall remain open and irrevocable for a period of at least 15 Business Days after thirty (30) business days from the Notice date of Preemptive Rights is deliveredits delivery or five (5) business days if the New Securities are being sold in a public offering (the "PREEMPTIVE PERIOD"). As used herein: (A) "NEW SECURITIES" means all Equity Securities (as herein defined) other than (i) shares of Common Stock, prior and options therefor, reserved for issuance or grant under the Company's Stock Option Plan; (ii) the shares of Common Stock issuable upon conversion of any shares of capital stock or equity outstanding on the date of this Agreement; (iii) shares of any class of capital stock issued on a pro rata basis to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation all holders of such purchase class as a stock dividend or upon any stock split or other subdivision of shares of capital stock; (iv) any shares of Common Stock issued as consideration in any acquisition, approved by the Purchaser shall be conditioned on the simultaneous Board, of all or prior consummation substantially all of the sale described capital stock or assets of any other entity; and (v) any shares of Common Stock issued as consideration in the Notice connection with a Board-approved borrowing from an unaffiliated financial institution upon customary terms; and (B) "EQUITY SECURITIES" means all shares of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation capital stock of the sale set forth in Company, all securities convertible into or exchangeable for shares of capital stock of the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder Company, and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity all options, warrants, and other rights to purchase or otherwise acquire from the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions Company shares of such sale are not more favorable to capital stock, or securities convertible into or exchangeable for shares of such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightscapital stock.

Preemptive Rights. The company hereby grants to each Purchaser the ----------------- irrevocable and exclusive first option (the "First Option") to purchase all or part of its Pro Rata Portion of any New Securities which the Company may, from time to time after the date of this Agreement, propose to issue and sell. Furthermore, if any Purchaser does not, pursuant to Section 3.3, give notice of its intention to exercise in full its option to purchase its Pro Rata Portion of the New Securities, then each Purchaser who did give notice of such intent (collectively, the "Fully Participating Holder") shall have the irrevocable and exclusive second option (the "Second Option") to purchase all or a part of the New Securities as to which a notice pursuant to the exercise of the First Option could have been, but was not, delivered (for purposes of this Section 3, the "Additional New Securities"). If more than one Fully Participating Holder gives a notice (a "Second Notice") pursuant to Section 3.3 of its intention to purchase Additional New Securities pursuant to the exercise of the Second Option and the total number of New Securities covered by such notices exceeds the total number of Additional New Securities, then the Additional New Securities shall be allocated among such Fully Participating Holders according to the following procedure, or in such different proportions as such Fully Participating Holders shall agree among themselves: (a) In Each Oversubscribing Holder (as defined below) shall be apportioned the event lesser of (A) that the Purchaser Beneficially Owns at least 20% number of Additional New Securities that it elected to purchase in its Second Notice and which it has not yet been apportioned pursuant to this Section 3.1(a) or (B) its "Pro Rata Portion of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms Additional New Securities" (as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction.defined below); (b) If NewCo proposes the apportionment in Section 3.1(a) is followed and there remain (A) at least one Oversubscribing Holder who has not yet been apportioned the number of Additional New Securities it elected to engage purchase in a transaction involving its Second Notice and (B) any Additional New Securities, then the direct or indirect sale or issuance of Covered Securities procedure described in Section 8.12(a3.1(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time.repeated; and (c) Any Covered Securities covered by For purposes of this Section 3.1, (i) an "Oversubscribing Holder" means a Fully Participating Holder who has given a Second Notice of Preemptive Rights which are and who has not purchased by the Purchaser yet been apportioned pursuant to Section 8.12(b3.1(a) may that number of Additional New Securities that it elected to purchase in its Second Notice, and (ii) an Oversubscribing Holder's "Pro Rata Portion of Additional New Securities" shall be sold equal to the number of Additional New Securities multiplied by NewCo to a third party or parties at any time within 180 days following fraction, the expiration numerator of which is the number of shares of Common Stock held by such Oversubscribing Holder as of the 15 Business Day period specified in Section 8.12(b); provided that each date of the price Company Notice, and the other terms and conditions denominator of which is the total number of shares of Common Stock held by all Oversubscribing Holder as of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsdate.

Preemptive Rights. (a) In Subject to Section 2.6(e), if the event Company at any time or from time to time proposes to issue any Qualified Securities for cash (including any issuance of Qualified Securities that results, through a series of one or more related transactions, in the Purchaser Beneficially Owns Company receiving, directly or indirectly, cash for such issuance), the Company shall, no later than ten Business Days prior to the proposed consummation of such issuance give written notice thereof to Investor. Such notice shall contain the amount of Qualified Securities to be issued, the purchase price in respect thereof and any -24- other terms the Company determines are pertinent regarding the proposed issuance and shall also contain an offer to Investor to purchase, at least 20% of the aggregate same purchase price per Qualified Security at which the Company initially proposed to issue such Qualified Securities, that number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Qualified Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “AmountPreemptive Securities”) necessary equal to enable the Purchaser to own 20% product of Investor’s Proportionate Interest multiplied by the aggregate total number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceQualified Securities being offered; provided, thathowever, that the number of Preemptive Securities to be offered to Investor pursuant to this Section 2.6(a) shall be reduced by (i) the number of Qualified Securities that Investor would otherwise have the right to purchase in connection with such issuance pursuant to applicable statutory preemptive rights (after giving effect to any waiver, in whole or in part, of such statutory preemptive rights by the Company’s shareholders, to the extent that such waiver is binding on Investor) or any other contractual preemptive rights that Investor may enforce against the Company and (ii) the number of ADSs issued to Investor pursuant to Section 2.7 in respect of such issuance (if applicable). At any time within ten Business Days after receipt of the transaction at issue is an acquisitionnotice provided for in the previous sentence Investor may accept the offer made to it in such notice, merger or other business combination involving by furnishing notice thereof to the Company. Failure by Investor to provide such a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, notice of acceptance within such Covered Securities ten-Business Day period shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is constitute an election by Investor not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionexercise its preemptive right. (b) If NewCo proposes at the end of the ten-Business Day period referred to engage in a transaction involving Section 2.6(a) less than all of the direct or indirect sale or Preemptive Securities are accepted for purchase by Investor pursuant to Section 2.6(a), the Company shall be entitled to proceed with the issuance of Covered the Preemptive Securities described in that Investor did not accept for purchase pursuant to Section 8.12(a) above2.6(a), NewCo will first submit written notice on terms not more favorable than (the “Notice including as to form of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicableconsideration), and the type of securities for a purchase price equal to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditionshigher than, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as that set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior notices sent to the expiration of which period the Purchaser may accept such offer by written notice Investor pursuant to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeSection 2.6(a). (c) Any Covered Securities covered by a Notice The closing of the purchase of Preemptive Rights which are not purchased by the Purchaser Securities accepted for purchase pursuant to Section 8.12(b2.6(a) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration shall take place as soon as reasonably practicable after receipt of the 15 Business Day period applicable acceptance notice and such purchase shall be at the purchase price specified in the notice sent to Investor pursuant to Section 8.12(b); provided that each 2.6(a) paid by wire transfer of immediately available funds or pursuant to the price and the other same terms and conditions offered to the proposed buyer(s) of such sale are not more favorable to such third parties than as Qualified Securities set forth in the Notice initial notice to Investor, in either case in the appropriate amount or other consideration (or if the other consideration is unique, a reasonable monetary equivalent of such consideration) as indicated in such notice against delivery of certificates or other instruments representing the Preemptive Rights. For Securities so purchased. (d) Investor may at its discretion by written notice to the avoidance Company waive its entitlement under this Section 2.6 in whole or in part at any time. (e) Investor’s entitlement under this Section 2.6 shall not be available (i) at any time that Investor (together with the Permitted Transferees) does not Beneficially Own at least 10.0% of doubt, the outstanding Company Voting Securities or (ii) in respect of any sale or issuance of Covered Qualified Securities, which (after giving effect to the exercise, exchange or conversion of such Qualified Securities, if applicable), together with all such issuances made pursuant to this clause (ii) in any 12-month period, would not exceed 10.0% of the outstanding Company Voting Securities (as of (A) the Effective Date, with respect to the initial 12-month period or (B) the first day of any subsequent 12-month period) (after giving effect to the exercise, exchange or conversion of any other than securities, warrants, options or rights of any nature (whether or not issued by the Company) that are convertible into or exchangeable or exercisable for, or otherwise give the holder thereof any rights in compliance with respect of (whether or not the right to convert, exchange or exercise is subject to the passage of time, contingencies or contractual restrictions or any combination thereof), Company Voting Securities and the effect of any stock split, reverse stock split, re-classification, repurchase or other similar transaction affecting the Company Voting Securities). (f) Notwithstanding anything to the contrary in this Agreement, Investor’s rights under this Section 8.12(c2.6 shall not be triggered by any grant of equity or equity-based awards (or the exercise of any equity-based awards) will require delivery of a new Notice of Preemptive Rightspursuant to one or more stock option plans approved by the Board.

Preemptive Rights. (a) If the Corporation (or any of its subsidiaries) proposes to issue or sell any shares of Capital Stock or other equity securities (including any securities exchangeable or exercisable for, or convertible into, shares of Capital Stock or other equity securities), other than Excluded Shares, (collectively, “Offered Securities”), which proposal has been approved by the Stockholders as a Super-Majority Action, the Corporation shall first deliver written notice of its proposal to do so (the “Purchase Right Notice”) to each of the Applicable Stockholders. The Purchase Right Notice must: (i) identify the name and address of each Person (if known) to which the Corporation or such subsidiary proposes to issue or sell Offered Securities; (ii) specify the number of Offered Securities (other than Excluded Shares) that the Corporation or such subsidiary proposes to issue or sell (the “Issued Shares”); (iii) describe the consideration per Offered Security for the Issued Shares (expressed as a value in cash, the “Issued Price”); (iv) describe the material terms and conditions upon which the Corporation or such Subsidiary proposes to issue or sell the Issued Shares (the “Issued Terms”); and (v) irrevocably offer to issue or sell to each Applicable Stockholder any number of Issued Shares of Capital Stock up to a pro rata portion of the Issued Shares, based on their Applicable Ownership Percentages, for the Issued Price and on the Issued Terms and in accordance with this Section 7(a). (i) Each Applicable Stockholder shall have an option, exercisable for a period of fifteen (15) calendar days from the date of delivery of the Purchase Right Notice (the “Purchase Period”), to purchase a pro rata portion of the Issued Shares equal to the number of Issued Shares multiplied by such Stockholder’s Applicable Ownership Percentage, for the Issued Price and on the Issued Terms (the “Purchase Right”). The Purchase Right shall be exercised by delivery by such Stockholder (a “Purchasing Stockholder”) of written notice to the Corporation, which shall state the number of Issued Shares to be purchased by such Purchasing Stockholder and shall include a representation letter certifying that such Purchasing Stockholder is an “accredited investor” within the meaning of Rule 501 under the Securities Act. Any written notice delivered by a Purchasing Stockholder to the Corporation exercising the option set forth under this Section 7(a)(i) shall constitute an irrevocable commitment by such Purchasing Stockholder to purchase the number of Issued Shares specified in such written notice in accordance with the Purchase Right Notice and this Section 7. The failure of a Stockholder to timely deliver the notice hereunder shall be deemed a waiver of such Stockholder’s right to purchase the Issued Shares. (ii) If the options to purchase the Issued Shares have been exercised by some, but not all of the Stockholders by the end of the Purchase Period, then, immediately after the Purchase Period, the Corporation shall deliver written notice to those Purchasing Stockholders (the “Exercising Stockholders”) who fully exercised their Purchase Rights (the “Exercising Stockholder Notice”) specifying the number, if any, of Issued Shares that have not been purchased by the Stockholders (the “Remaining Issued Shares”). (iii) Each Exercising Stockholder shall have an option, exercisable for a period of five (5) calendar days from the date of delivery of the Exercising Stockholder Notice (the “Exercising Stockholder Option Period”) to elect to purchase all or a portion of the Remaining Issued Shares for the Issued Price and on the Issued Terms. Such option shall be exercised by delivery by such Exercising Stockholder of written notice to the Corporation, which shall state the number of Remaining Issued Shares that such Exercising Stockholder intends to purchase and shall include a written notice containing the same information as described in Section 7(a)(i). Any Exercising Stockholder that fails to provide such written notice to the Corporation prior to the expiration of the Exercising Stockholder Option Period shall forfeit its right to purchase any of the Remaining Issued Shares. (iv) In the event that the Purchaser Beneficially Owns at least 20% number of Remaining Issued Shares that the Exercising Stockholders elect to purchase is greater than the actual number of Remaining Issued Shares, then each Exercising Stockholder shall be entitled to purchase a pro rata portion of the aggregate Remaining Issued Shares, equal to the number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities Remaining Issued Shares multiplied by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCoExercising Stockholder’s Applicable Ownership Percentage, for the same price Issued Price and on the same terms Issued Terms. (v) Each Purchasing Stockholder shall purchase from the Corporation, and the Corporation shall issue or sell to such Purchasing Stockholder, the number of Issued Shares that such Purchasing Stockholder elected to purchase in accordance with this Section 7 (including in its capacity as such Covered Securities are offered, up to an amount Exercising Stockholder) for the Issued Price and on the Issued Terms on (A) the “Amount”) necessary to enable the Purchaser to own 20% date of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as closing of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price issuance of the NewCo Common Stock at Issued Shares described in the close of Purchase Right Notice delivered by the business on Corporation pursuant to this Section 7(a) or (B) such other date as may be agreed in writing by the day immediately prior Corporation and such Purchasing Stockholder. (vi) If a Stockholder does not exercise its Purchase Right during the Purchase Period, then such Stockholder’s Purchase Right with respect to the public disclosure or announcement of such transactionIssued Shares shall terminate. (b) If NewCo proposes Upon the earlier of (i) the expiration of the Exercising Stockholder Option Period or, if Section 7(a)(iii) above does not apply, the expiration of the Purchase Period, and (ii) delivery of written notices to engage the Corporation from all the Applicable Stockholders indicating their intent, in a transaction involving the direct or indirect sale or issuance aggregate, to purchase less than all of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice the Issued Shares (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount date of such Covered Securities on terms and conditionsearlier occurrence, including pricethe “Ending Date”), not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to Corporation shall have the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open right, exercisable for a period of at least 15 Business Days after ninety (90) calendar days from the Notice Ending Date (the “Issuance Period”), to issue or sell all or a portion of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities Issued Shares that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity Applicable Stockholders have elected not to purchase (the amount “Final Remaining Issued Shares”) to any Person for a price per share of Covered Securities Capital Stock that it would have been entitled to purchase if such issuance had occurred at is not less than the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price Issued Price and the other on material terms and conditions of such sale that are not more favorable to such third parties other Person than the Issued Terms; provided, that the Corporation shall be deemed to have issued or sold the Final Remaining Issued Shares during the Issuance Period if it, during the Issuance Period, has irrevocably entered into a bona fide binding agreement to issue or sell the Final Remaining Issued Shares to any Person; provided further, that the closing of such Transfer must occur within sixty (60) calendar days of the execution of such bona fide binding agreement, which period may be extended by the Corporation by up to an additional sixty (60) calendar days as required to obtain regulatory approvals. If the Corporation ever wishes to issue or sell the Final Remaining Issued Shares for a price per share of Capital Stock that is less than the Issued Price or on material terms and conditions that are more favorable to the purchaser than the Issued Terms, or if the Corporation wishes to issue or sell the Final Remaining Issued Shares following the expiration of the Issuance Period, the Corporation shall be required first to comply with this Section 7 anew. (c) The Purchase Rights established by this Section 7 shall have no application to any of the following Offered Securities (collectively, the “Excluded Shares”): (i) shares of Capital Stock issued in connection with any share split, share dividend, share division or recapitalization by the Corporation, pursuant to which all holders of shares of Capital Stock are treated similarly; (ii) shares of Capital Stock, options to purchase shares of Capital Stock or other equity interests of the Corporation in connection with an Incentive Plan approved by the Stockholders as a Simple-Majority Action pursuant to Section 10(a)(ix) or a Super-Majority Action pursuant to Section 10(b)(xiii), or shares of Common Stock issuable upon conversion of Class A Common Stock and Class B Common Stock; (iii) equity securities of any subsidiary of the Corporation issued to the Corporation or any wholly owned subsidiary of the Corporation; and (iv) shares of capital stock or other equity securities issued for consideration other than cash in connection with business acquisitions, mergers or strategic partnerships or alliances approved by the Stockholders as a Super-Majority Action pursuant to Section 10(b)(i) or Section 10(b)(iii), as the case may be. (d) Notwithstanding anything to the contrary herein, with respect to each Stockholder Group, any notice to be delivered under this Section 7 to members of such Stockholder Group shall be delivered to the applicable Stockholder and it shall be the responsibility of such Stockholder to coordinate the participation of the members of its Stockholder Group with respect to the procedures set forth in the Notice of Preemptive Rightsthis Section 7. For the avoidance sake of doubtclarity, any sale or all references in this Section 7 to a Stockholder shall, when referring to members of a Stockholder Group, refer to all members of such group as one. Accordingly, all notifications to be made pursuant to this Section 7 shall be delivered to and sent by each Stockholder on behalf of its Stockholder Group. (e) This Section 7 shall not apply to Transfers of shares of Common Stock made pursuant to the Initial Public Offering, including the issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery shares of a new Notice of Preemptive RightsCommon Stock by the Corporation.

Preemptive Rights. (a) In 4.1 Except for issuance of Common Stock upon the event that the Purchaser Beneficially Owns at least 20% conversion of the aggregate Preferred Stock, upon the sale of any equity securities or any securities (including debt securities) containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding shares of Common Stock) or any securities exchangeable for or convertible into Common Stock (collectively, “Securities”) to any Investor, the Company shall also offer to sell to each Key Member a portion of the Securities offered in such issuance equal to the quotient determined by dividing (A) the number of shares of NewCo Common Stock held by such Key Member (including shares of Common Stock issuable upon conversion of the Preferred Stock) by (B) the total number of shares of Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance outstanding (including shares of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% Common Stock issuable upon conversion of the aggregate number Preferred Stock). Each of outstanding shares the Key Members shall be entitled to purchase all or any portion of NewCo Common Stock immediately following its allotment of such sale or issuance, Securities at the Purchaser will be afforded the opportunity to acquire from NewCo, for the same most favorable price and on the same most favorable terms as such Covered Securities are to be offered to the Investors; provided that if the Investors are required to also purchase other securities of the Company, the Persons exercising their rights pursuant to this Section 4 shall also be required to purchase the same strip of securities (on the same terms and conditions) that the Investors are required to purchase. The purchase price for all Securities offered to the Members shall be payable in cash or, to the extent otherwise consistent with the terms offered to the Investors, installments over time. 4.2 In order to exercise its purchase rights hereunder, a Member must within 20 days after receipt of written notice from the Company describing in reasonable detail the Securities being offered, up the purchase price thereof, the payment terms and such Member’s percentage allotment deliver a written notice to an amount (the “Amount”) necessary to enable the Purchaser to own 20% Company describing its election hereunder. If all of the aggregate number of outstanding shares of NewCo Common Stock immediately following Securities offered to the Member are not fully subscribed by such sale or issuance; providedMembers, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered remaining Securities shall be deemed to be offered at reoffered by the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior Company to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amountMembers, as applicable, and purchasing their full allotment upon the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days this Section 4, except that such holders must exercise their purchase rights within five (5) days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation receipt of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timereoffer. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following 4.3 Upon the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of offering periods described above, the price and Company shall be entitled to sell such Securities which the other Members have not elected to purchase during the 60 days following such expiration on terms and conditions of such sale are not no more favorable to the purchasers thereof than those offered to such third parties than as set forth in holders. Any Securities offered or sold by the Notice Company after such 60-day period must be reoffered to the Members pursuant to the terms of Preemptive Rights. For this Section 4. 4.4 Notwithstanding anything to the avoidance of doubtcontrary herein, any sale or this Section 4 shall not apply to the issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsExempted Securities.

Preemptive Rights. (a) In If the event that Corporation proposes to issue or sell any New Securities after the Purchaser Beneficially Owns date hereof, the Corporation shall notify in writing each Preferred Stockholder (each a “Preemptive Right Holder”) of such proposed transaction (the “Preemptive Right Notice”). The Preemptive Right Notice shall describe the proposed issuance or sale, identify the proposed buyer and contain an offer to sell to each Preemptive Right Holder, at least 20% the same price and for the same consideration (subject to the last sentence of this paragraph) to be paid by the proposed buyer, additional New Securities of the aggregate same class and type being offered to the proposed buyer in an amount equal to the product obtained by multiplying (i) the number of New Securities being offered to the proposed buyer by (ii) a fraction, (x) the numerator of which is the number of shares of NewCo Preferred Stock and Conversion Common Stock then outstanding, if NewCo engages in any transaction involving Shares held by such Preemptive Right Holder (calculated on a Fully-Diluted Basis) and (y) the direct or indirect sale or issuance denominator of Covered Securities by NewCo and such sale or issuance would cause which is the Purchaser to Beneficially Own less than 20% of the aggregate total number of outstanding shares of NewCo Preferred Stock and Conversion Common Stock immediately following such sale or issuance, Shares then outstanding (on a Fully-Diluted Basis). If the Purchaser will be afforded the opportunity to acquire from NewCo, purchase price for the same price and on New Securities to be paid by the same terms as 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 Covered Securities are offered, up buyer to an amount be determined in good faith by the Board). A Preemptive Right Holder shall have fifteen (15) days from the receipt of a Preemptive Right Notice (the “AmountPreemptive Rights Period”) necessary to enable accept the Purchaser to own 20% offer contained in such Preemptive Right Notice, and any purchase of New Securities by a Preemptive Right Holder shall be made within 30 days of receipt of the aggregate number of outstanding shares of NewCo Common Stock immediately following Preemptive Right Notice by such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionPreemptive Right Holder. (b) If NewCo proposes any Preemptive Right Holder fails to engage accept the offer contained in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (Preemptive Right Notice within the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to Period, the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes Corporation shall be entitled to sell such Covered New Securities to free of any right on the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation part of such purchase by Preemptive Right Holder under this Section 5.1 during the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. one hundred eighty (c180) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the Preemptive Rights Period at a price not less than, and the on other terms and conditions of such sale are not more favorable than, that offered to such third parties than as set forth Preemptive Right Holder. Any New Securities offered or sold by the Corporation thereafter must be reoffered to all Preemptive Right Holders, in accordance with the Notice terms of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights5.1.

Preemptive Rights. The Company and Lavazza agree that during the period from the Closing Date until five (5) years and six (6) months after the Closing Date (the “Standstill Period”): (a) In Subject to the event terms and conditions of this Section 10.3, the Company agrees that the Purchaser Beneficially Owns at least 20% it will not sell or issue any shares of Common Stock of the aggregate number of shares of NewCo Company, or other securities convertible into or exchangeable for Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Company, or options, warrants or rights carrying any rights to purchase Common Stock immediately following such sale or issuance, of the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount Company (the “AmountNew Securities”) necessary to enable ), unless the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will Company first submit submits written notice (the “Notice of Preemptive RightsRights Notice”) to the Purchaser disclosing Lavazza identifying the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including the price, number of securities or aggregate principal amount, as applicable, amount and the type of securities and all other material terms) and offers to be sold or issued). The Notice of Preemptive Rights will include an offer to Lavazza the Purchaser opportunity to purchase up to its Allotment (as hereinafter defined) of the Purchaser’s Amount of such Covered New Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo the Company proposes to sell such Covered New Securities to the a third party or parties. Such The Company’s offer as set forth in the Notice of Preemptive Rights will to Lavazza shall remain open for a period of at least 15 fifteen (15) Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of Notice during which period the Purchaser time Lavazza may accept such offer by written notice to NewCo the Company setting forth the maximum number of Covered New Securities that the Purchaser intends sought to purchasebe purchased by Lavazza. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Any New Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights so offered which are not purchased by the Purchaser Lavazza pursuant to Section 8.12(b) such offer may be sold by NewCo to the Company, but only at a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of price not less than the price and the on other terms and conditions of such sale are not more favorable to such third parties the purchasers than as set forth in the Notice Preemptive Rights Notice, at any time within one-hundred-eighty (180) days following the termination of Preemptive Rightsthe above-referenced fifteen (15) Business Day period. For purposes of this Section 10.3, Lavazza’s “Allotment” of the avoidance New Securities shall be the amount of doubtNew Securities that will enable Lavazza to maintain its then-current percentage ownership of the Company’s outstanding Common Stock at the time of any such offering. Any New Securities purchased by Lavazza under this Section 10.3(a) shall be subject to the Registration Rights Agreement. (b) Notwithstanding the foregoing, the right to purchase the New Securities shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) Common Stock (as adjusted to reflect any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event affecting the Common Stock of the Company) issued or issuable (pursuant to the exercise of options or otherwise) to the Company’s employees, directors, consultants and advisors after the date hereof pursuant to any Employee Benefit Plans of the Company or its Subsidiaries, (ii) any shares issued in connection with the conversion of any preferred stock or other convertible security outstanding at any time, (iii) securities issued as a result of any stock split, stock combination or stock dividend, and (iv) any shares of Common Stock, any sale securities convertible into or issuance exchangeable for Common Stock or any warrants, options or other rights to purchase shares of Covered Securities other than Common Stock issued (A) pursuant to any debt financing from a bank or similar financial institution or (B) as consideration in compliance whole or in part with any acquisition consummated by the Company or any of its Subsidiaries, in each case of this clause (iv) as approved by a majority of the Board. (c) The preemptive rights pursuant to this Section 8.12(c) will require delivery 10.3 shall automatically terminate upon the termination of a new Notice of Preemptive Rightsthe Standstill Period.

Preemptive Rights. (a) In 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 event that Company to any Person (collectively, the Purchaser Beneficially Owns “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 the Company in writing delivered to each such Preemptive Holder (the “Preemptive Offer”), which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least 20% thirty (30) calendar days from the date it is delivered by the Company (the “Preemptive Offer Period”). Each Preemptive Holder may elect to purchase all or any portion of such Preemptive Holder’s Preemptive Share of the aggregate Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by delivering written notice of such election to 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 the Preemptive Securities pursuant to this Section 9.9 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 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. (b) Each Preemptive Holder’s “Preemptive Share” of Preemptive Securities shall be determined as follows: the total number of shares Preemptive Securities, multiplied by a fraction, (i) the numerator of NewCo Common Stock which is the number of Units then outstandingheld, if NewCo engages in any transaction involving directly or indirectly, by such Preemptive Holder, and (ii) the direct or indirect sale or issuance denominator of Covered Securities which is the number of Units then held by NewCo and all Preemptive Holders (including such sale or issuance would cause Preemptive Holder). (c) Upon the Purchaser to Beneficially Own less than 20% expiration of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuancePreemptive Offer Period, the Purchaser will be afforded Company shall offer to sell to the opportunity Preemptive Holders that have elected to acquire from NewCopurchase all of their Preemptive Share of the Preemptive Securities any Preemptive Securities that have not otherwise been acquired by the Preemptive Holders, for at the same price and on the same terms as those specified in the Preemptive Offer, and such Covered Securities are offered, up Preemptive Holders shall have the right to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale acquire all or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement any portion of such transaction. Preemptive Securities within thirty (b30) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 calendar days following the expiration of the 15 Business Day period specified in Section 8.12(bPreemptive Offer Period (such period, the “Preemptive Reoffer Period”); provided that each . (d) Upon the expiration of the price Preemptive Offer Period or the Preemptive Reoffer Period, as applicable, the Company shall be entitled to sell such Preemptive Securities which the Preemptive Holders have not elected to purchase for a period ending on the later to occur of (i) one hundred twenty (120) calendar days following the expiration of the Preemptive Offer Period or the Preemptive Reoffer Period, as applicable, or (ii) if a definitive agreement to Transfer the Preemptive Securities is entered into by the Company within such one hundred twenty (120) calendar day period, the date on which all applicable approvals and the consents of Governmental Entities and other Persons with respect to such proposed Transfer have been obtained and any applicable waiting periods under Law have expired or been terminated, in each case on terms and conditions of such sale are not materially more favorable to the purchasers thereof than those offered to the Preemptive Holders. Each of the Company and the Members hereby agrees to use its commercially reasonable efforts to promptly obtain, or to assist the Company or any other Member in promptly obtaining, all of the foregoing approvals and consents and to take such third parties than other actions as set forth may be reasonably requested by the Company or any other Member in connection with such Transfer. Any Preemptive Securities to be sold by the Notice Company following the expiration of such period must be reoffered to the Preemptive Rights. For Holders pursuant to the avoidance terms of doubtthis Section 9.9 or if any such agreement to Transfer is terminated. (e) The provisions of this Section 9.9 shall not apply to the following issuances of Equity Securities: (i) Profits Interests issued pursuant to a Management Incentive Plan; (ii) securities issued by the Company in connection with a Public Offering; (iii) securities issued as consideration in acquisitions or commercial borrowings that are not primarily equity or equity-linked financings; and (iv) a subdivision of Units or Interests, any sale combination of Units or issuance Interests (including any reverse Unit or Interest split) or any recapitalization, reorganization, reclassification or conversion of Covered Securities other than the Company or any of its Subsidiaries. (f) The preemptive rights granted in compliance with this Section 8.12(c) will require delivery 9.9 shall terminate upon the consummation of a new Notice of Preemptive RightsQualified IPO, and a sale pursuant to a Qualified IPO shall not be subject to this Section 9.9.

Preemptive Rights. The Company shall not issue or sell any new securities other than Pre-emption Exempt Securities (aas defined below) In without first complying with this Section 2. If the event 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 shares of such equity securities (the “Offered Shares”), the Company must first offer to sell to the holders of Preferred Shares (the “Rights Preferred Holders” and each, without distinction a “Rights Preferred Holder”), that the Purchaser Beneficially Owns at least 20% portion of the aggregate Offered Shares (the number of shares such Shares the “Preemptive Allotment” for each Rights Preferred Holder) equal to the quotient determined by dividing (A) the number of NewCo Common Stock then outstandingFully-Diluted Shares held by such Rights Preferred Holder, if NewCo engages in any transaction involving by (B) the direct or indirect sale or issuance total number of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% Fully-Diluted Shares as of the aggregate number date of outstanding shares the offering of NewCo Common Stock immediately following the Offered Shares. Each Rights Preferred Holder shall be entitled to purchase such sale or issuance, Rights Preferred Holder’s Preemptive Allotment at the Purchaser will be afforded the opportunity to acquire from NewCo, for the same most favorable price and on the same most favorable terms as such Covered Securities the Offered Shares are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at to any other Persons. The Company shall deliver to each Rights Preferred Holder a notice describing in reasonable detail the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainableOffered 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 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 Company shall be deemed to be have irrevocably declined to exercise and waived such Stockholder’s rights under this Section 2. Upon the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement expiration of such transaction. fifteen (b15) If NewCo proposes to engage in a transaction involving day period, the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to Company shall be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open entitled for a period of at least 15 Business Days two-hundred seventy (270) days after such expiration to sell any of the Notice of Preemptive Offered Shares otherwise reserved for Rights is delivered, prior Preferred Holders failing to timely exercise their rights under this Section 2 on terms and conditions no more favorable to the expiration of which period purchasers thereof than those offered to the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchaseRights Preferred Holders. The consummation rights of such purchase the Rights Preferred Holders under this Section 2 will terminate upon the effectiveness of a registration statement filed by the Purchaser shall be conditioned on Company with the simultaneous or prior consummation of SEC under the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously Act with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo respect to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b)Qualified Public Offering; provided that each if the registration statement is withdrawn or abandoned before any Shares are sold thereunder, the provisions of this Section 2 will remain in effect. Notwithstanding the price and foregoing, the other terms and conditions Company shall not be required to offer or sell Offered Shares to any Rights Preferred Holder who (i) would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale are and (ii) is not more favorable to such third parties than as set forth in an accredited investor within the Notice meaning of Preemptive Rights. For Regulation D under the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsAct.

Preemptive Rights. (a) Each Preemptive Stockholder shall, subject to the terms of this Section 8, have the right (the “Preemptive Right”) to purchase, at its respective sole discretion, from the Company additional shares of Common Stock or other Equity Securities in the amounts and at the times and prices provided for in this Section 8, which right shall be exercisable from time to time upon each issuance by the Company of shares of Common Stock or other Equity Securities. Except as otherwise provided in this Section 8, upon each issuance by the Company of shares of Common Stock or other Equity Securities, each Preemptive Stockholder shall have the Preemptive Right to purchase from the Company a proportion of the shares of Common Stock or other Equity Securities being offered, which proportion shall be calculated as follows: (i) with respect to issuances of shares of Common Stock, a fraction, the numerator of which is the total number of shares of Common Stock owned by such Preemptive Stockholder on a fully diluted basis and the denominator of which is the total number of shares of Common Stock on a fully diluted basis and (ii) with respect to issuances of Equity Securities (other than Common Stock), that number of such securities which would allow such Preemptive Stockholder to maintain the same percentage ownership on a fully diluted basis of all shares of Common Stock after giving effect to such issuance and assuming that all such securities (and all other outstanding Equity Securities previously issued and not earlier converted, exchanged or exercised) have been converted, exchanged or exercised, as the case may be, in full in accordance with their terms as of the date of their issuance (assuming for these purposes that such securities are convertible, exchangeable or exercisable as of such date). (b) In the event a Preemptive Stockholder elects to exercise its Preemptive Rights under this Section 8, the purchase price per share of Common Stock or other Equity Security shall be equal to the sale price per share of Common Stock or of such Equity Security sold. (c) A Preemptive Stockholder’s rights and the Company’s obligations under this Section 8 shall be subject to the requirement that the Company give each Preemptive Stockholder five (5) Business Days’ prior written notice (the “Preemptive Offer Notice”) of its intention to issue shares of Common Stock or other Equity Securities. The Preemptive Offer Notice shall set forth the proposed purchaser or purchasers and the terms of such transaction, and shall contain sufficient detail of such terms to allow the Preemptive Stockholders to determine whether and when to exercise any of their rights under this Section 8. If a Preemptive Stockholder desires to exercise its Preemptive Rights under this Section 8, such Preemptive Stockholder shall give written notice to the Company of its intent to exercise its right within ten (10) days after receipt by such Preemptive Stockholder of the Preemptive Offer Notice. The Company shall issue the required number of shares of Common Stock or other Equity Securities against delivery of the purchase price therefor under this Section 8 on the same date as the other purchasers purchase shares of Common Stock or such securities. A Preemptive Stockholder shall have the right to exercise its Preemptive Rights in whole or in part as to each transaction giving rise to the right. In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Preemptive Offer Notice shall not be consummated within one hundred twenty (120) days after deliver of the Preemptive Offer Notice, the Company shall be required to give a new notice of such transaction, and any Preemptive Stockholder’s original notice of its intent to exercise any right under this Section 8 or failure to give notice shall be of no further force or effect. (d) The provisions of Section 8 hereof shall not apply to the issuance of shares of Common Stock or other Equity Securities (i) upon the exercise of any Company Option, warrants or other convertible securities issued or granted, or any other Common Stock, issued under any employee stock purchase plan or similar benefit program or agreement of the Company; (ii) in connection with a transaction of the type described in or subject to Rule 145 under the Securities Act, (iii) in connection with an IPO, (iv) in consideration for the acquisition of another Person’s business by the Company or any of its Subsidiaries (whether by acquisition of stock or assets, or by merger, consolidation or other similar transaction), the acquisition of any stock or assets of any Person or the formation of a joint venture, (v) to the current or future officers, employees or directors of the Company or any of its Subsidiaries (including transfers pursuant to this Agreement) (or to any entity controlled by any such officers, employees or directors), (vi) as a dividend or distribution or any subdivision or combination of securities or (vii) to the Company’s or any Subsidiaries’ lenders in connection with the incurrence, renewal or maintenance of indebtedness (including funded indebtedness). (e) Each Preemptive Stockholder, if such Preemptive Stockholder is exercising Preemptive Rights will remain open for pursuant to this Section 8, shall, as a period condition to such exercise, also be required to purchase the same proportionate amount of at least 15 Business Days after any other securities that the Notice purchasers of such shares of Common Stock or Options purchased in connection with the issuance of the securities subject to the Preemptive Rights Rights. (f) Notwithstanding the other provisions of this Section 8, if the Board reasonably determines that there is delivered, a substantial need of the Company to issue securities of the Company that would otherwise be required to be offered to the Preemptive Stockholders under this Section 8 prior to such issuance, the expiration of which period the Purchaser Company may accept issue such offer by written notice to NewCo setting forth the number of Covered Securities securities without first complying with this Section 8; provided, that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly within thirty (30) days after such consummation provided issuance, the Company offers each Preemptive Stockholder the opportunity to purchase the amount such number of Covered Securities securities that it such Preemptive Stockholder would have been entitled to purchase if pursuant to this Section 8 by sending written notice to the Preemptive Stockholders, which notice shall contain the information required under Section 8(c). In the event of an offer made by the Company pursuant to this Section 8(f), the timing and procedures for the exercise and consummation of such issuance had occurred at offer shall be the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as those set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require 8, with appropriate modifications to reflect the post-issuance delivery of a new Notice of Preemptive Rightsthe notice as contemplated in this Section 8(f).

Preemptive Rights. (a) In case the event that the Purchaser Beneficially Owns at least 20% Company proposes to issue or sell any 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 the aggregate Company, whether at the time of issuance, upon the passage of time, or upon the occurrence of some future event (the "Proposed Securities"), the Company shall, no later than thirty (30) calendar days prior to the consummation of such transaction, notify the Securities Holders in writing of such transaction (the "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 a Company Public Sale Event, an estimate by the underwriter, if any, of the range of prices likely to be paid in such public offering), a fraction of the Proposed Securities, the numerator of which is the total number of shares of NewCo Registerable Common Stock then outstandingowned by such Securities Holder, if NewCo engages in any transaction involving and the direct or indirect sale or issuance denominator of Covered Securities by NewCo and such sale or issuance would cause which is the Purchaser to Beneficially Own less than 20% of the aggregate total number of outstanding shares of NewCo equity securities of the Company, assuming the exercise of any outstanding PIK Notes and any other securities convertible into Common Stock immediately following such sale or issuance, Stock. In the Purchaser will be afforded event that any Securities Holder fails to fully exercise its preemptive rights hereunder within fifteen (15) days of the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount First Company Notice (the “Amount”) necessary to enable the Purchaser to own 20% "Initial Preemption Period"), each other Securities Holder shall have a right of over-allotment whereby such other Securities Holder may purchase any non-purchasing Securities Holder's portion of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving Proposed Securities on a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately pro rata basis prior to the public disclosure expiration of the five (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 announcement grant of such transactionany remaining Proposed Securities. (b) If NewCo proposes to engage Notwithstanding the foregoing, the definition of "Proposed Securities" shall not include (i) shares of common stock issued upon the conversion of the PIK Notes, (ii) any other securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any shares of Registrable Common, (iii) any security issued in connection with a bona fide acquisition by the Company of an unrelated company or business or a bona fide investment by the Company in a transaction involving joint venture with an unrelated third party, or (iv) any security issued pursuant to an "employee benefit plan" within the direct or indirect sale or issuance meaning of Covered Rule 405 under the Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeAct. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as The preemptive rights set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c10 may not be assigned or transferred, except that (i) will require delivery of such rights are assignable by a new Notice of Preemptive RightsSecurities Holder to a Transferee Affiliate, and (ii) such rights are assignable among Securities Holders.

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstandingThe Company shall, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure sale of any equity securities, other than as one or announcement more of such transaction. the Excluded Issuances, offer to each Major Unitholder (bexcept for Series A-2 Preferred Unitholders) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit by written notice (the “Notice of Preemptive RightsInitial Offer”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material termsright, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of fifteen (15) days (the “Initial Offer Period”), to purchase at least 15 Business Days after an amount equal to the Notice price for which such securities are to be issued, any or all of Preemptive Rights that number of such securities as shall be equal to the aggregate offered securities multiplied by a fraction, the numerator of which is deliveredthe number of units then owned by such Major Unitholder (except for Series A-2 Preferred Unitholders) and the denominator of which is the aggregate number of Units then outstanding determined on a fully-diluted basis. The Initial Offer shall describe the securities proposed to be issued by the Company and shall specify the number, price and payment terms. Each Major Unitholder (except for Series A-2 Preferred Unitsholders) may accept the Initial Offer as to the full number of securities available to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the Initial Offer Period, in which period event the Purchaser may accept Company shall sell and each such offer by written notice to NewCo setting forth Major Unitholder (except for Series A-2 Preferred Unitholders) shall purchase, upon the specified terms, that number of Covered Securities securities agreed to be purchased by the Major Unitholder (except for Series A-2 Preferred Unitholders), at such time that the Purchaser intends to purchase. The consummation of such purchase by Company sells the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale securities described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo Initial Offer to a third party or parties party. The Company shall be free at any time within 180 prior to One Hundred and Twenty (120) days following after the expiration date of the 15 Business Day period Initial Offer, to sell to any third party the remainder of such securities at a price and on payment terms no less favorable to the Company than those specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to Initial Offer. However, if such third parties than party sale is not consummated within such One Hundred and Twenty (120) day period, the Company shall not sell such securities as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance shall not have been purchased within such period without again complying with this Section 8.12(c) will require delivery 3.07. The preemptive rights granted pursuant to this Section 3.07 shall not apply to and shall terminate and be of no further force and effect upon a new Notice Sale of Preemptive Rightsthe Company or an IPO.

Preemptive Rights. (a) Each Preferred Stockholder (the “Preemptive Participants”) shall have a preemptive right to purchase up to its Pro Rata Share (as defined in this Section 6(a)) of future 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, “Pro Rata Share” equals the ratio that (i) the number of shares of Common Stock issuable upon conversion of the Preferred Stock held by the Preemptive Participant (plus the number of shares of Common Stock held by the Preemptive Participant if the Preemptive Participant is West Central or a member of the USBG Group), immediately prior to the sale of the New Securities bears to (ii) the sum of the total number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock outstanding and the total number of shares of Common Stock held by West Central and members of the USBG Group, immediately prior to the sale of the New Securities. Each time the Company proposes to offer any of its securities, 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 securities to be offered, and (iii) the price and terms upon which the Company proposes to offer such securities (the “Offer Notice”). By written notification received by the Company within ten (10) days after the receipt of the 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 such securities to be purchased. To the extent any Preemptive Participant elects not to purchase such 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 a similar “as converted” basis to the extent such holders wish to purchase more than their full Pro Rata Share. The closing date of the transactions contemplated by this Section 6(a) shall be as mutually agreed by the Company and the purchasing Preemptive Participants, but no earlier than thirty (30) days and no later than sixty (60) days after the receipt of the Offer Notice. (b) In the event that the Purchaser Beneficially Owns at least 20% Preemptive Participants do not elect to purchase all of the securities pursuant to Section 6(a), the Company may sell the remaining unsubscribed portion of such securities at a price not less than, and upon terms no more favorable in the aggregate number than, those specified in the Offer Notice. If for any reason the Company does not consummate the sale of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving such securities within the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause one hundred twenty (120) day period following the Purchaser to Beneficially Own less than 20% date of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceOffer Notice, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities rights provided hereunder shall be deemed to be revived and such securities shall not be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior unless first reoffered to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage Preemptive Participants in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeaccordance herewith. (c) Any Covered The preemptive rights in this Section 6 shall not be applicable to (i) the issuance or sale of shares of Common Stock (or options therefor) to employees, directors and consultants for the primary purpose of soliciting or retaining their services in an amount not to exceed 2,600,000 shares, (ii) the issuance of securities pursuant to a bona fide, firmly underwritten public offering of shares of Common Stock, registered under the Securities covered Act, (iii) the issuance of warrants or the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities (including without limitation shares of capital stock issuable upon the exercise of warrants issued or committed to be issued by the Company as of the date of this Agreement at the exercise price stated in such warrants (subject to anti-dilution adjustments as provided therein)), (iv) the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, purchase of assets, sale or exchange of stock or otherwise, (v) the issuance of any shares of Common Stock or Preferred Stock or other securities in connection with any borrowings by the Company, direct or indirect, from financial institutions, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided that such issuances are approved by a Notice majority of Preemptive Rights which are not purchased the directors nominated by the Purchaser holders of Series A Preferred Stock, (vi) securities issued to vendors, lenders, equipment lessors or in connection with strategic or licensing transactions, joint ventures or similar transactions, provided that such issuances are approved by a majority of the directors nominated by the holders of Series A Preferred Stock, (vii) securities issued in connection with any stock split, stock dividend or recapitalization of the Company, and (viii) any right, option or warrant to acquire any security convertible into the securities excluded from the preemptive rights pursuant to this subsection (i) through (vii) of this Section 8.12(b6(c). In addition to the foregoing, the right of first offer in this Section 6 shall not be applicable with respect to any Preemptive Participant in any subsequent offering of securities if, at the time of such offering, the Preemptive Participant is not qualified to participate in the offering based on the applicable exemption from registration pursuant to which the offering is being made. (d) may be sold by NewCo Notwithstanding anything herein to a third party or parties at any time within 180 days following the expiration contrary, the rights of the 15 Business Day period specified in Section 8.12(b); provided that each Preemptive Participants to purchase any securities of the price and the other terms and conditions of such sale are not more favorable to such third parties than Company as set forth in this Section 6 may be waived, in whole or in part, prospectively or retroactively, by the Notice written consent or affirmative vote of at least two-thirds (2/3rds) of the outstanding shares held by the Preemptive Rights. For Participants (which must also include the avoidance written consent or affirmative vote of doubt, any sale or a Preferred Supermajority) immediately prior to the issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightssuch securities by the Company.

Preemptive Rights. (i) Except for issuances of (a) In Common Stock or Preferred Stock at the event that Initial Closing or at any Subsequent Closing as contemplated under this Agreement, (b) options to acquire Common Stock pursuant to the Purchaser Beneficially Owns at least 20% terms of the aggregate Permitted Stock Option Plan (or Common Stock upon the exercise of such options), (c) of Common Stock in connection with the acquisition of another company or business as approved by the LLC, or (d) of Common Stock pursuant to a Public offering, if the Company authorizes the issuance or sale of any shares of Preferred Stock, Common Stock or any securities containing options or rights to acquire any shares of Preferred Stock or Common Stock (collectively, "Equity Securities"), the Company shall first offer to sell to the LLC (or after the dissolution of the LLC, each holder of Common Stock) a portion of such Equity Securities equal to the quotient obtained by dividing (1) the number of shares of NewCo Common Stock held by the LLC (or after dissolution of the LLC, the number of shares of Common Stock held by each such holder) by (2) the total number of shares of Common Stock then outstanding, if NewCo engages in any transaction involving outstanding on a fully diluted basis. The LLC (or each such holder) shall be entitled to purchase such stock or securities at the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same most favorable price and on the same most favorable terms as such Covered Securities stock or securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share to any other Persons; provided that if all Persons entitled to purchase price implied from the transaction terms as or receive such stock or securities are required to also purchase other securities of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainableCompany, the per share LLC (or the holders exercising their rights pursuant to this Section 4H(i)) shall also be required to purchase price shall be deemed to be the trading price same strip of the NewCo Common Stock at the close of the business securities (on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on same terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell ) that such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends other Persons are required to purchase. The consummation purchase price for all stock and securities offered to such holders hereunder shall be payable in cash. (ii) In order to exercise its purchase rights hereunder, the LLC (or holder of Common Stock, as applicable) must within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such purchase holder's percentage allotment, deliver a written notice to the Company describing the LLC's (or such holder's) election hereunder. If after dissolution of the LLC all of the securities offered to the holders of Common Stock are not fully subscribed, the remaining stock and securities shall be reoffered by the Purchaser shall be conditioned on Company to the simultaneous or prior consummation of holders purchasing their full allotment upon the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale terms set forth in the Notice this Section 4H(ii), except that such holders must exercise their rights within 5 business days after receipt of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timereoffer. (ciii) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following Upon the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each offering periods described above, the Company shall be entitled to sell such stock or securities which the LLC (or holders of Common Stock, as applicable) have not elected to purchase during the 180 days following such expiration at a price not less and the on other terms and conditions of such sale are not more favorable to the purchasers thereof than that offered to such third parties than holders. Any stock or securities offered or sold by the Company after such 180-day period must be reoffered to the LLC (or holders of Common Stock, as set forth in applicable) pursuant to the Notice terms of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c4H(iii). (iv) will require delivery The rights of the LLC (or holders of Common Stock, as applicable) under this Section 4H shall terminate upon the consummation of the first to occur of (x) a new Notice Public Offering and (y) a Sale of Preemptive Rightsthe Company. Upon dissolution of the LLC, the rights granted to the LLC under this Section 4H shall inure to the benefit of and be enforceable by all holders of Common Stock.

Preemptive Rights. 3.2.1 The Company shall not issue or sell, or agree to issue or sell, any Preemptive Debt Securities (other than (a) In debt securities issuable with respect to intercompany debt by and between the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in Company and any transaction involving the direct Subsidiaries or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes in connection with the Exchange Offer (as such term is defined in the Exchange Agreement) contemplated by Section 5.g of the Exchange Agreement) to engage in a transaction involving any third party unless the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will Company shall have first submit delivered written notice (the a “Notice of Preemptive RightsDebt Notice”) to the Purchaser disclosing the terms Holders of the proposed sale Company’s intent to issue, sell or issuance transaction exchange Preemptive Debt Securities, which Preemptive Debt Notice shall (which notice will set forth all material terms, including price, number of securities or x) state the aggregate principal amountamount of the Preemptive Debt Securities the Company proposes to issue or sell and (y) may include the price and other material terms and conditions on which the Company proposes to issue or sell the Preemptive Debt Securities (such items as described in this clause (y), as applicablethe “Preemptive Debt Terms”). 3.2.2 For a period of ten (10) Business Days from the date the Preemptive Debt Notice is delivered to Holders (the “Preemptive Debt Offer Period”), and the type Holders may, by written notice to the Company (the “Preemptive Debt Election Notice”): (a) if the Preemptive Debt Notice included Preemptive Debt Terms, elect to purchase (“Preemptive Debt Purchase Election”) all of securities to be sold or issued). The Notice of the Preemptive Rights will include Debt Securities, which shall constitute an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Preemptive Debt Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will shall remain open and irrevocable for a period of at least 15 ten (10) Business Days after the Notice of Preemptive Rights is delivered, prior or (b) offer to provide debt financing (“Alternative Debt Financing Offer”) in an amount equal to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation aggregate principal amount of the sale described Preemptive Debt Securities stated in the Preemptive Debt Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after on such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth the Holders shall specify in the Notice Election Notice, which shall constitute an offer to provide such debt financing which shall remain open and irrevocable until the end of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsADF Acceptance Period.

Preemptive Rights. The Company will not issue any equity securities, rights to acquire equity securities of the Company or debt convertible into equity securities of the Company (“New Securities”) unless the Company complies with the provisions of this Section 4.05, except for (a) In the event that conversion of Company Preferred Stock as provided by the Purchaser Beneficially Owns Preferred Stock Articles Supplementary, and (b) the issuance of Company Common Stock pursuant to Article 3 of this Agreement. (a) The Company must give to each Holder Group Investor notice of its respective intention to issue New Securities (a “Pre-Emptive Notice”) prior to accepting any offer or proposal, or making any commitment, relating thereto and at least 20% 30 days prior to the anticipated issuance date of the New Securities. The Pre-Emptive Notice must state the class or series of New Securities to be issued or describe in reasonable detail the rights and preferences of the New Securities, the aggregate number of shares of NewCo Common Stock then outstandingsuch New Securities to be issued, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceconsideration to be paid in exchange therefor, the Purchaser will be afforded anticipated issuance date and the opportunity other material terms upon which the Company proposes to acquire from NewCo, for the same price and on the same terms as issue or sell such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionNew Securities. (b) If NewCo proposes Upon receipt of a Pre-Emptive Notice, each Holder Group Investor shall have the right to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) aboveacquire, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing on the terms specified in the Pre-Emptive Notice, such Holder Group Investor’s Pre-Emptive Share of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered New Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth specified in the Notice of Preemptive Rights Pre-Emptive Notice. Each Holder Group Investor will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if exercise such issuance had occurred at right within the same timePre-Emption Period. (c) Any Covered To exercise the rights provided by this Section 4.05, a Holder Group Investor must give a written notice of exercise (a “Participation Notice”) to the Company during the Pre-Emption Period. The Participation Notice must contain the irrevocable offer of such Holder Group Investor to acquire all or any portion, of such Holder Group Investor’s Pre-Emptive Share of the New Securities covered by specified in the Pre-Emptive Notice. Failure of a Holder Group Investor to deliver a valid Participation Notice during the Pre-Emption Period will be deemed a waiver of Preemptive Rights which are not purchased by such Member’s Pre-Emptive Right with respect to the Purchaser pursuant to New Securities described in the Pre-Emptive Notice. If a Pre-Emptive Right is exercised in accordance with this Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following 4.05, the closing of the purchase of the New Securities will occur no later than the thirtieth day after the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of Pre-Emptive Period, unless the price Company and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale purchasing Holder Group Investors agree upon a different place or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsdate.

Preemptive Rights. (a) In If, at any time during the event three-year period beginning on the date first set forth above, the Company shall issue any Preferred Equity Securities (including Preferred Equity Securities issued or sold together with any Debt Security), each Dolphin Holder of Stockholder Shares shall be entitled to purchase the same proportion of such Preferred Equity Securities to be issued necessary in order that the Purchaser Beneficially Owns aggregate shares of Underlying Common Stock beneficially held by such holder constitute the same percentage of all Common Stock (assuming, in each case, the conversion, exercise or exchange of all outstanding Company Securities, including outstanding Company Securities held by such Holder), after the issuance of such Preferred Equity Securities as before the issuance thereof. (b) A Dolphin Holder of Stockholder Shares may exercise his or its right under this Section 2 to purchase Preferred Equity Securities by providing written notice to the Company, and by paying the purchase price therefor at the principal office of the Company, within 20 days after the receipt of notice from the Company (which notice by the Company shall be given at least 20% 20 days before the issuance of the aggregate number Preferred Equity Securities) stating the amount of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving Preferred Equity Securities the direct or indirect sale or issuance of Covered Securities by NewCo Company intends to issue and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as characteristics thereof. Each Dolphin Holder of Stockholder Shares exercising his or its rights under this Section 2 shall pay such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% purchase price in immediately available funds. Each Dolphin Holder of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities Stockholder Shares' contractual preemptive rights under this Section 2 shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed exercised immediately prior to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms payment of the proposed sale or issuance transaction (which notice will set forth purchase price in accordance with the foregoing provisions, and at such time such Dolphin Holder shall be treated for all material terms, including price, number purposes as the record holder of securities or aggregate principal amountthe Preferred Equity Securities, as applicable, the case may be. As promptly as practicable (and the type of securities to be sold in any event within ten (10) days) on or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is deliveredpurchase date, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth Company shall issue and deliver at its principal office a certificate or certificates for the number of Covered full shares or amount, whichever is applicable, of Preferred Equity Securities that the Purchaser intends to purchase. The consummation together with cash for any fraction of such purchase by the Purchaser shall be conditioned on the simultaneous a share or prior consummation portion of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred a Preferred Equity Security at the same timepurchase price to which the Dolphin Holder of Stockholder Shares is entitled hereunder. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In Until the event that the Purchaser Beneficially Owns at least 20% of the aggregate Second Threshold Date, if Parent proposes to issue a number of shares of NewCo Parent Common Stock constituting more than 2% of the shares of Common Stock of Parent then outstanding, if NewCo engages other than in any transaction involving an Exempt Issuance, then Parent shall: (i) give written notice to the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own Investor Parties (no less than 20% five (5) Business Days prior to the closing of such issuance or, if Parent reasonably expects such issuance to be completed in less than five (5) Business Days, such shorter period (which shall not be less than three (3) Business Days, and which shall be as long as commercially practicable), setting forth in reasonable detail (A) the expected price (which may be a formula or unspecified future closing price) and other terms of the aggregate number proposed sale of outstanding shares of NewCo such Parent Common Stock immediately following and (B) the amount of such sale or issuance, the Purchaser will Parent Common Stock proposed to be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount issued (the “AmountProposed Securities”) necessary ); provided that following the delivery of such notice, Parent shall deliver to enable the Purchaser Investor Parties any such information the Investor Parties may reasonably request in order to own 20% evaluate the proposed issuance, except that Parent shall not be required to deliver any information that has not been or will not be provided or otherwise made available to the other proposed purchasers of the aggregate number Proposed Securities; and (ii) offer to issue and sell to the Investor Parties, on such terms as the Proposed Securities are issued and upon full payment by the Investor Parties, a portion of outstanding shares the Proposed Securities (in the aggregate, pro rata among the Investor Parties) equal to the Investor Percentage Interest (calculated as of NewCo Common Stock immediately following prior to the issuance of the Proposed Securities). (b) The Investor will have the option, on behalf of the applicable Investor Parties, exercisable by irrevocable written notice to Parent, to accept Parent’s offer and irrevocably commit to purchase any or all of the Proposed Securities offered to be sold by Parent to the Investor Parties on the terms specified in such notice from Parent, which notice must be given within three (3) Business Days after receipt of such notice from Parent (or such shorter period if the notice by Parent was sent in accordance with the preceding paragraph less than three (3) Business Days prior to the proposed issuance date, and in no event less than two (2) Business Days) (the failure of the Investor to respond within such time period shall be deemed a waiver of the Investor Parties’ rights under this Section 2.4 with respect to the applicable issuance of Proposed Securities). The closing of the exercise of such subscription right shall take place simultaneously with the closing of the sale or issuanceof the Proposed Securities giving rise to such subscription right; provided, thathowever, if that the transaction at closing of any purchase by the Investor Parties may be extended beyond the closing of the sale of the Proposed Securities giving rise to such preemptive right to the extent necessary to obtain required approvals from any Governmental Authority. Upon the expiration of the offering period described above, Parent will be free to sell such Proposed Securities that the Investor Parties have not elected to purchase during the 90 days following such expiration on terms and conditions not materially more favorable to the purchasers thereof than those offered to the Investor Parties in the notice delivered in accordance with Section 2.4(a). Any Proposed Securities offered or sold by Parent after such 90-day period must be reoffered to issue is an acquisitionor sell to the Investor Parties pursuant to and subject to the terms of this Section 2.4. Notwithstanding anything in this Section 2.4 to the contrary, merger or other business combination involving a Third Party by NewCo Parent shall not be under any obligation to consummate any proposed issuance of Proposed Securities giving rise to the preemptive rights set forth in which NewCo issues or sells Covered Securities as consideration for the transactionthis Section 2.4, such Covered Securities and there shall be deemed no liability on the part of Parent or any other person to be offered at the per share purchase price implied from the transaction terms as any of the time Investor Parties, their Affiliates or any other person if Parent does not consummate a previously proposed issuance of entry into Proposed securities, regardless of whether the agreement Investor Parties have delivered an irrevocable notice pursuant to this Section 2.4(b). (c) The election by the Investor, on behalf of the applicable Investor Parties, not to exercise its subscription rights under this Section 2.4 in any one instance shall not affect their right as to any subsequent proposed issuance. (d) In the case of an issuance subject to this Section 2.4(d) for such transaction; providedconsideration in whole or in part other than cash, further, that, if such per share purchase price is not reasonably ascertainableincluding securities acquired in exchange therefor (other than securities by their terms so exchangeable), the per share purchase price consideration other than cash shall be deemed to be the trading price of fair market value thereof as reasonably determined in good faith by the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionParent Board. (be) If NewCo proposes Parent shall have no obligations pursuant to engage this Section 2.4 (including any obligation to offer to issue and sell to the Investor Parties any Proposed Securities) if the Parent board reasonably determines in good faith, after consultation with the Investor and supported by the written advice of outside counsel to Parent, that the exercise of the Investor Parties’ rights under this Section 2.4 would reasonably be expected to result in a transaction involving the direct materially adverse tax, accounting, legal or indirect sale regulatory consequence to Parent or issuance any of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction its Subsidiaries (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery doubt does not include the occurrence of a new Notice of Preemptive RightsCBC Act Effect).

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% Company proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of shares such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of NewCo voting power for the election of directors generally with the Common Stock then outstanding, if NewCo engages such Significant Holder would hold in any transaction involving the direct or indirect sale or issuance Company upon exercise of Covered Securities by NewCo and such Significant Holder’s Warrants prior to such sale or other issuance would cause of New Securities (assuming the Purchaser exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to Beneficially Own less than 20% of sell or otherwise issue New Securities that generally do not vote with the aggregate number of outstanding shares of NewCo Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately following prior to such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement issuance of such transactionNew Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP. (b) If NewCo In the event that the Company proposes to engage in undertake a transaction involving Preemptive Rights Issuance, the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit Company shall give each Significant Holder and the Warrant Agent written notice (the “Notice of Preemptive RightsRights Notice”) of its intention, stating (i) the type of New Securities, (ii) the purchase price, number and general terms upon which the Company proposes to issue or sell such New Securities and (iii) the estimated or actual closing date, as applicable, of the sale or issuance of New Securities. The Preemptive Rights Notice shall be given to (x) in the case of sales or issuances of New Securities other than in connection with Participant Elective Deferrals, each Significant Holder and the Warrant Agent at least twenty (20) Business Days prior to the Purchaser disclosing the terms first closing of the proposed sale or issuance transaction or (which notice will set forth all material termsy) in the case of issuances of New Securities in connection with Participant Elective Deferrals, including pricethe Warrant Agent within ten (10) Business Days following the first issuance of such New Securities. Each Significant Holder shall have the right, number for a period of securities or aggregate principal amount, as applicable, and thirty (30) Business Days after receipt of the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer Notice (the “Preemptive Rights Acceptance Period”), to the Purchaser agree to purchase up to the Purchaser’s Amount its pro rata share of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or partiesNew Securities. Such offer as set forth in the Notice of Preemptive Rights will remain open for acceptance shall be made by delivering a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the Company, the Warrant Agent and the ESOP Trustee within the Preemptive Rights Acceptance Period specifying the number of Covered New Securities that the Purchaser intends to such Significant Holder shall purchase. The consummation For purposes of this Section 3.13, the “pro rata share” of a Significant Holder shall mean the number or amount of New Securities which shall enable such Significant Holder to maintain, assuming the conversion of all Convertible Securities in accordance with their terms, the percentage equity interest such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants immediately prior to such sale or other issuance of New Securities at the purchase by the Purchaser shall be conditioned price and on the simultaneous or prior consummation of the sale described terms stated in the Notice Preemptive Rights Notice. The Company shall include in any filings with the SEC on Form 8-K regarding a Preemptive Rights Issuance in connection with Participant Elective Deferrals a disclosure that such sale or issuance is subject to the provisions of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of this Section 3.13 and that Significant Holders have the sale rights set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeherein. (c) Any Covered In the event the Company delivers the Preemptive Rights Notice in accordance with Section 3.13(b), the Company shall have a period of sixty (60) Business Days (the “New Securities covered Sale Period”) from the date of the first closing specified in the Preemptive Rights Notice to sell all such New Securities at a price and upon general terms no more favorable to the purchasers thereof than the price and terms specified in the Preemptive Rights Notice. In the event the Company has not sold all such New Securities within the New Securities Sale Period, then the Company shall not thereafter make any Preemptive Rights Issuance without first offering the New Securities to be sold or issued pursuant to such Preemptive Rights Issuance to the Significant Holders in accordance with this Section 3.13. (d) If the purchase price in connection with any Preemptive Rights Issuance includes consideration other than cash, then the Significant Holders exercising their preemptive rights pursuant to this Section 3.13 shall pay to the Company, in lieu of paying such non-cash consideration, an amount in cash equal to the fair market value of such non-cash consideration as of the date such non-cash consideration would have been delivered in exchange for such New Securities, as determined by a Notice an Independent Financial Expert selected by the Company and acceptable the Requisite Holders (as defined in the Stockholders Agreement). (e) The closing of any Preemptive Rights Issuance shall take place at such time and place as specified in the Preemptive Rights Notice. At the closing of Preemptive Rights which Issuance, the Company shall issue and deliver to each Significant Holder stock certificates (or, if applicable, executed agreements) representing that number of fully paid and nonassessable New Securities that each Significant Holder has purchased pursuant to this Section 3.13 (duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed), or other appropriate transfer instruments, if the New Securities are uncertificated, and each such Significant Holder shall pay to the Company by wire transfer of immediately available funds the aggregate consideration for such New Securities. Notwithstanding the foregoing or anything in this Section 3.13 to the contrary, to the extent the New Securities are not purchased by the Purchaser being sold pursuant to Section 8.12(b) may a registration statement under the Securities Act, the Company shall not be sold by NewCo required to sell any New Securities to a third party or parties at any time within 180 days following Significant Holder unless an exemption from the expiration registration requirements of the 15 Business Day period specified in Section 8.12(b); provided that each of Securities Act is available without additional expense to the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsCompany.

Preemptive Rights. 4.2.1 In addition to its other rights under this Agreement, USFRF shall have a preemptive right to acquire such Shares or other Equity Securities that may be issued from time to time by Licensee while USFRF remains the owner of any Equity Securities. Such preemptive right shall apply with respect to all Equity Securities issued by Licensee after the Effective Date, whether such additional Equity Securities constitute a part of the Equity Securities presently or subsequently authorized or constitute Equity Securities held in the treasury of Licensee, and regardless of whether such Equity Securities are to be issued for cash, property (aother than cash) or services. Such preemptive right shall not apply to (i) Equity Securities issued pursuant to the acquisition of another corporation or business entity by Licensee or one or more of its wholly owned subsidiaries by merger, consolidation, share exchange, purchase of substantially all the assets or other reorganization whereby the shareholders of Licensee immediately prior to the transaction owns in the aggregate more than 50% of the voting power of Licensee or other surviving entity after the transaction; (ii) Equity Securities issued to employees, consultants or directors of Licensee pursuant to any incentive agreement or arrangement approved by the Board of Directors of Licensee; (iii) Equity securities issued pursuant to any stock dividend, stock split, combination or other reclassification by Licensee of any of its capital stock; or (iv) Equity Securities issued in connection with real or personal property leases or loans or lines of credit from financial institutions. 4.2.2 In furtherance of the preemptive rights hereby granted USFRF, Licensee agrees to provide USFRF with not less than fifteen (15) days prior written notice (an “Equity Security Issuance Notice”) of its intent to issue any Equity Securities. Such notice should specify in reasonable detail the Equity Securities to be issued, including class, total number of shares and the applicable rights and preferences associated therewith, including, if applicable, conversion rights into Shares, and the purchase price for the Equity Securities USFRF may purchase pursuant to its preemptive rights hereby granted. USFRF shall have the right to acquire Equity Securities of the type being issued in an amount equal to USFRF's Proportionate Share Percentage of the aggregate Equity Securities of that type that are to be issued to all persons or entities pursuant to that issuance. The terms and conditions of USFRF's exercise of its preemptive rights, including the consideration to be paid for such Equity Securities, shall be no less favorable to USFRF than the most favorable price, terms and conditions offered to any other shareholder or prospective shareholder with respect to the Equity Securities then being issued. 4.2.3 In order to exercise USFRF’s preemptive rights, USFRF shall deliver written notice thereof to Licensee within fifteen (15) days following its receipt of the Equity Securities Issuance Notice to which such exercise relates, accompanied by full payment of the purchase price for the Equity Securities to be purchased by USFRF in connection with the exercise of such preemptive rights. USFRF may, at its option, exercise such preemptive rights to some or all of the Equity Securities to which it has preemptive rights under this Section 4.2. In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Equity Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at issued by Licensee in return for property (other than cash) or services, in calculating the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at Equity Securities with respect to which USFRF has preemptive rights pursuant to this Section 4.2, the close of purchase price for the business on the day immediately prior Equity Securities to be issued in exchange for non-cash property or services shall be equal to the public disclosure or announcement fair market value of such transaction. (b) If NewCo proposes to engage property or services as determined in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase good faith by the Purchaser shall be conditioned on the simultaneous or prior consummation Board of the sale described in the Notice Directors of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeLicensee. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. Prior to an IPO, the Company shall not Issue, or cause or allow any of its Subsidiaries to Issue, any Equity Securities (other than Excluded Securities), except in accordance with the following procedures: (a) In The Company shall deliver to each Preemptive Stockholder a written notice (a “Preemptive Offer Notice”) which shall (i) state the event that the Purchaser Beneficially Owns at least 20% intention of the aggregate Company or any of its Subsidiaries to Issue Equity Securities (other than Excluded Securities) to one or more Persons, the amount and type of Equity Securities to be Issued (the “Issuance Stock”), the purchase price therefor and a summary of the other material terms of the proposed Issuance and (ii) offer each of the Preemptive Stockholders the option to acquire all or any part of the Issuance Stock (the “Preemptive Offer”). The Preemptive Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the Preemptive Offer is accepted during such periods, until the consummation of the Issuance contemplated by the Preemptive Offer). Each Preemptive Stockholder shall have the right and option, for a period of ten (10) days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect to purchase all or any portion of its Preemptive Percentage of the Issuance Stock (and any of its Affiliates’ Preemptive Percentage of the Issuance Stock not purchased by such Affiliates) at the purchase price and on the terms stated in the Preemptive Offer Notice. Such acceptance shall be made by a Preemptive Stockholder by delivering a written notice (the “Acceptance Notice”) to the Company within the Preemptive Acceptance Period specifying the maximum number of shares of NewCo Common the Issuance Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser Preemptive Stockholder will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount purchase (the “AmountAccepted Shares”). If any Preemptive Stockholder does not exercise its preemptive rights under this Section 11 or elects to exercise such rights with respect to less than such Preemptive Stockholder’s Preemptive Percentage of the Issuance Stock (the difference between such Preemptive Stockholder’s Preemptive Percentage of the Issuance Stock and the number of shares for which such Preemptive Stockholder exercised its preemptive rights under this Section 11, the “Excess Shares”), any participating Preemptive Stockholder electing to exercise its rights with respect to its full Preemptive Percentage of the Issuance Stock (a “Fully Participating Stockholder”) necessary shall be entitled to enable purchase from the Purchaser Company an additional number of shares of Issuance Stock equal to own 20% the product of (1) the Excess Shares and (2) a fraction the numerator of which is the total number of shares of such class or series of Stock (with respect to the particular class or series of capital stock which comprises the Issuance Stock) owned by such Fully Participating Stockholder on the date of the aggregate Preemptive Offer, and the denominator of which is equal to the total number of outstanding shares of NewCo Common such class or series of Stock immediately following such sale (with respect to the particular class or issuance; provided, that, if series of capital stock which comprises the transaction at issue is an acquisition, merger or other business combination involving a Third Party Issuance Stock) owned by NewCo in which NewCo issues or sells Covered Securities as consideration for all Fully Participating Stockholders on the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as date of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionPreemptive Offer. (b) If NewCo proposes effective acceptance shall not be received pursuant to engage in a transaction involving Section 11(a) above with respect to all of the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) Issuance Stock offered pursuant to the Purchaser disclosing Preemptive Offer Notice, then the terms of the proposed sale Company or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amountits Subsidiary, as applicable, and the type of securities to be sold may Issue all or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount any portion of such Covered Securities Issuance Stock so offered and not so accepted, at a price not less than the price, and on terms and conditions, including price, not less more favorable to the Purchaser purchaser thereof than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth terms, stated in the Preemptive Offer Notice of Preemptive Rights will remain open for a period of at least 15 Business Days any time within ninety (90) days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept Preemptive Acceptance Period (the “Issuance Period”); provided that, in connection with and as a condition to such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation Issuance, each purchaser or recipient of such purchase Issuance Stock who is not then a party to this Agreement shall execute and deliver to the Company (which the Company shall then deliver to all of the Stockholders) an agreement pursuant to which such purchaser or recipient of such Issuance Stock agrees to be bound by the Purchaser terms of this Agreement. In the event that all of the Issuance Stock is not so Issued by the Company during the Issuance Period, the right of the Company or its Subsidiary, as applicable, to Issue such unsold Issuance Stock shall expire and the obligations of this Section 11 shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein reinstated and such securities shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior not be offered unless first reoffered to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously Preemptive Stockholders in accordance with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timethis Section 11. (c) Any Covered Securities covered by All sales of Issuance Stock to the Preemptive Stockholders subject to any Preemptive Offer Notice shall be consummated contemporaneously at the offices of the Company on the later of (i) a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(bmutually satisfactory business day within fifteen (15) may be sold by NewCo to a third party or parties at any time within 180 days following after the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each Preemptive Acceptance Period or (ii) the fifth business day following the expiration or termination of all waiting periods under the HSR Act or receipt of other regulatory approvals applicable to such issuance, or at such other time and/or place as the Company may otherwise agree. The delivery of certificates or other instruments evidencing such Issuance Stock shall be made by the Company or its Subsidiary, as applicable, on such date against payment of the purchase price and the other terms and conditions of for such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsIssuance Stock.

Preemptive Rights. (a1) In As long as the event that Assignee holds ten percent (10%) or more of the Purchaser Beneficially Owns issued and outstanding shares of Common Stock of the Company, prior to any sale or issuance by the Company of any shares of capital stock of the Company, or rights, options or warrants to purchase such shares, or securities convertible into such shares (collectively, "New Securities"), the Company shall first offer to sell the New Securities to the Assignee by delivering a notice (the "New Issuance Notice") to the Assignee stating the number and type of New Securities which the Company desires to sell, and the price (the "Offer Price") and other material terms and conditions upon which the Company desires to sell the New Securities. (2) The Assignee shall have the option, exercisable in writing (the "Reply Notice") for a period of fifteen (15) days after the effective date of the New Issuance Notice, to elect to purchase (at least 20% the Offer Price and on the terms and conditions specified in the New Issuance Notice) up to the Assignee's "Pro-Rata Share" (as defined herein) of the New Securities. For purposes hereof, "Pro-Rata Share" shall be the product of (A) the aggregate number of New Securities set forth in the New Issuance Notice, multiplied by (B) the quotient of (x) the number of issued and outstanding shares of NewCo Common Stock then outstandingowned by the Assignee as of the effective date of the New Issuance Notice, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities divided by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of (y) the aggregate number of issued and outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party owned by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms all stockholders as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactiondate. (b3) If NewCo proposes the Assignee elects not to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms purchase any of the proposed sale New Securities, the Company shall have sixty (60) days to sell any or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered New Securities on terms and conditions, including price, not less conditions no more favorable to the Purchaser purchasers than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchaseNew Issuance Notice. The consummation Upon termination of such purchase by sixty (60) day period, the Purchaser Company shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered not thereafter sell any New Securities without first offering such New Securities to the Purchaser hereunder as long as NewCo has provided Purchaser Assignee in the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as manner set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsherein.

Preemptive Rights. i. From the date hereof until the date that is the 12-month anniversary of the last Closing, upon any issuance by the Company of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness or a combination of units thereof (a) In a “Subsequent Financing”), the event that Holder shall have the Purchaser Beneficially Owns at least 20right to participate in an amount equal to up to 100% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving Subsequent Financing (the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and “Participation Maximum”) on the same terms as such Covered Securities are offeredterms, up conditions and price provided for in the Subsequent Financing. ii. At least five (5) Trading Days prior to an amount (the “Amount”) necessary to enable the Purchaser to own 20% closing of the aggregate number Subsequent Financing, the Company shall deliver to the Holder a written notice of outstanding shares its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Holder if it wants to review the details of NewCo Common Stock immediately following such sale financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Holder, and only upon a request by the Holder, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Holder. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or issuance; providedPersons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. iii. If the Holder desires to participate in such Subsequent Financing, thatthe Holder must provide written notice to the Company that the Holder is willing to participate in the Subsequent Financing, the amount of the Holder’s participation, and representing and warranting that the Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. iv. If notifications by the Holder of its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. v. The Company must provide the Holder with a second Subsequent Financing Notice, and the Holder will again have the right of participation set forth above in this Section 5(c), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. vi. The Company and the Holder agree that if the Holder elects to participate in the Subsequent Financing, the transaction at documents related to the Subsequent Financing shall not include any term or provision whereby the Holder shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Holder. vii. Notwithstanding anything to the contrary in this Section 5(c) and unless otherwise agreed to by the Holder, the Company shall either confirm in writing to the Holder that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue is an acquisitionthe securities in the Subsequent Financing, merger or other business combination involving in either case in such a Third Party manner such that such Holder will not be in possession of any material, non-public information, by NewCo in which NewCo issues or sells Covered Securities as consideration for the transactiontenth (10th) Trading Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Holder, such Covered Securities transaction shall be deemed to be offered at have been abandoned and the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is Holder shall not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price in possession of the NewCo Common Stock at the close of the business on the day immediately prior any material, non-public information with respect to the public disclosure Company or announcement any of such transactionits Subsidiaries. (b) If NewCo proposes to engage in a transaction involving viii. Notwithstanding the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) aboveforegoing, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c5(c) will require delivery shall not apply in respect of a new Notice of Preemptive Rightsan Exempt Issuance.

Preemptive Rights. Subject to the terms and conditions of this Article IV and applicable securities laws, if the Company or any Subsidiary of the Company proposes to offer or sell any New Securities, the Company or such Subsidiary of the Company shall first offer such New Securities to each Stockholder then existing. (a) In The Company shall give notice (the event that the Purchaser Beneficially Owns at least 20% “Offer Notice”) to each Stockholder, stating (i) its or any Subsidiary of the aggregate Company’s bona fide intention to offer such New Securities; (ii) the number of shares of NewCo Common Stock then outstandingsuch New Securities to be offered; and (iii) the price and terms upon which it proposes to offer such New Securities. (b) By notification to the Company within ten (10) Business Days after the Offer Notice is given (the “Option Period”), if NewCo engages in any transaction involving each Stockholder may elect to purchase or otherwise acquire, at the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offeredspecified in the Offer Notice, up to an amount that portion of such New Securities which equals the proportion that the shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by such Stockholder bears to the total shares of Common Stock then outstanding (assuming full conversion and/or exercise, as applicable, of all Derivative Securities then outstanding). If the total number of New Securities set forth in the Offer Notice is not fully subscribed by the Stockholders upon expiration of the Option Period, the Company shall promptly provide written notice of the number of unsubscribed New Securities (the “AmountOverallotment Notice”) necessary to enable the Purchaser Stockholders electing to own 20% participate in the offering of New Securities. By notification to the Company within seven (7) Business Days after the Overallotment Notice is given (the “Overallotment Period”), each Stockholder entitled to receive the Overallotment Notice may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such additional New Securities which equals the proportion that the shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by such Stockholder bears to the total shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by all Stockholders entitled to receive the Overallotment Notice. The closing of any sale pursuant to this Section 4.1(b) shall occur on the later of (i) thirty (30) days of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, thatdate that the Offer Notice or, if applicable, the transaction Overallotment Notice is given; and (ii) the date of initial sale of New Securities pursuant to Section 4.1(c). (c) If all New Securities the Stockholders are entitled to purchase under this Section 4.1 are not elected to be purchased as provided in clause (b) of this Section 4.1, the Company may, during the one hundred and eighty (180) day period following the expiration of the Overallotment Period, offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at issue is an acquisitiona price not less than, merger or other business combination involving a Third Party by NewCo and upon terms no more favorable to the offeree than, those specified in which NewCo issues or sells Covered the Offer Notice. If the Company does not consummate the sale of the New Securities as consideration for within such period, the transaction, rights of Stockholders to subscribe to the issuance of such Covered New Securities provided hereunder shall be deemed to be revived and such New Securities shall not be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior unless first reoffered to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage Stockholders in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance accordance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights4.1.

Preemptive Rights. In the absence of and until a Qualified IPO, each holder of Preferred Stock shall have the right of first refusal to purchase all or part of its pro rata share (aequal to its percentage ownership of the Company on a fully diluted basis) of New Preferred Stock (as defined below) that the Company may, from time to time, propose to sell and issue, subject to the terms and conditions set forth below. "New Securities" shall mean any capital stock of the Company whether now authorized or not, and rights, options, or warrants to purchase capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock, provided, however, that the term "New Securities" does not include (i) the Series B Preferred Stock issuable under this Agreement or the shares of Company Stock issuable upon conversion of the Series B Preferred Stock or the Senior Preferred Stock; (ii) securities issued pursuant to an acquisition; (iii) options granted or securities issued pursuant to an employee or director stock option program; or (iv) securities issued as a result of any stock split, stock dividend, or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock. In the event the Company intends to issue New Securities, it shall give written notice to the holders of Preferred Stock ("Notice of Issuance") which shall set forth the purchase price and any other conditions of the issuance. Each holder of Preferred Stock shall have 30 days from the date of Notice of Issuance to agree to purchase all or part of its pro rata share of such New Securities for the price and upon the general terms and conditions specified in the Notice of Issuance by giving written notice to the Company stating the quantity of New Securities to be so purchased. The Company shall have the right during the period expiring 150 days after the giving of the Notice of Issuance to sell any or all of such New Securities not purchased by the holders of Preferred Stock at a price and upon general terms no more favorable to the purchasers than specified in the Notice of Issuance. In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Company has not sold such New Securities by NewCo and within such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance150 day period, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as Company shall not thereafter issue or sell any New Securities without first offering such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered New Securities to the third party or parties. Such offer as set forth holders of Preferred Stock in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described manner provided in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights11.9.

Preemptive Rights. (a) No Holders will, as holders of Series F Preferred Stock, have any preemptive rights to purchase or subscribe for the Corporation’s Common Stock or any of its other securities except as provided in Section 14(b) hereof. (b) In case the Corporation proposes at any time to issue or sell any Voting Stock, options, rights or warrants to purchase Voting Stock or Voting Stock Equivalents or any other securities (whether debt or equity) of the Company prior to (but not after) the Preemptive Rights Termination Date, provided such issuance has been approved by the Holders of Series F Preferred Stock as set forth in Section 10(k), other than Excluded Issuances (collectively, the “Corporation Offered Securities”), the Company shall, no later than twenty-five (25) days prior to the consummation of such transaction (a “Preemptive Rights Transaction”), give notice in writing (the “Preemptive Rights Offer Notice”) to each holder of Series F Preferred Stock of such Preemptive Rights Transaction. The Preemptive Rights Offer Notice shall describe the proposed Preemptive Rights Transaction, identify the proposed purchaser, and contain an offer (the “Preemptive Rights Offer”) to sell to each holder of Series F Preferred Stock, at the same price and for the same consideration to be paid by the proposed purchaser (provided, that, in the event that any of such consideration is non-cash consideration, at the Purchaser Beneficially Owns at least 20% election of such holder of Series F Preferred Stock to whom the Preemptive Rights Offer is made, such holder of Series F Preferred Stock may pay cash equal to the value of such non-cash consideration), all or any part of such holder of Series F Preferred Stock's pro rata portion of the aggregate Corporation Offered Securities (which shall be a fraction of the Corporation Offered Securities determined by dividing the number of shares of NewCo Common outstanding Voting Stock then outstanding, if NewCo engages in any transaction involving owned by such holder of Series F Preferred Stock by the direct or indirect sale or issuance sum of Covered Securities (i) the number of shares of outstanding Voting Stock owned by NewCo such holder of Series F Preferred Stock and such sale or issuance would cause (ii) the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Voting Stock immediately following not held by such sale or issuance, the Purchaser will be afforded the opportunity holder of Series F Preferred Stock). If any holder of Series F Preferred Stock to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up whom a Preemptive Rights Offer is made fails to an amount accept (the a “AmountNon-Responding Holder”) necessary to enable in writing the Purchaser to own 20% Preemptive Rights Offer by the tenth (10th) day after the Company's delivery of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transactionPreemptive Rights Offer Notice, such Covered Securities Non-Responding Holders shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior have no further rights with respect to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeTransaction. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% Company proposes to sell or otherwise issue New Securities that vote with the Common Stock for the election of directors generally and the Holders would not be entitled to (i) receive such New Securities as a dividend or distribution or (ii) receive an adjustment in the number of Warrant Shares issuable upon exercise of such Holders’ Warrants as provided in ARTICLE IV (a “Preemptive Rights Issuance”), each Holder holding Warrants representing five percent (5%) of the aggregate Warrant Shares to be received upon the exercise of all then outstanding Warrants (a “Significant Holder”) shall have the right to acquire up to that number or amount of shares such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, as shall enable such Significant Holder to maintain the percentage of NewCo voting power for the election of directors generally with the Common Stock then outstanding, if NewCo engages such Significant Holder would hold in any transaction involving the direct or indirect sale or issuance Company upon exercise of Covered Securities by NewCo and such Significant Holder’s Warrants prior to such sale or other issuance would cause of New Securities (assuming the Purchaser exercise, exchange or conversion of all Convertible Securities in accordance with their terms). In the event that the Company proposes to Beneficially Own less than 20% of sell or otherwise issue New Securities that generally do not vote with the aggregate number of outstanding shares of NewCo Common Stock for the election of directors generally, each Significant Holder shall have the right to acquire up to that number or amount of such New Securities, at the price and upon substantially the same terms and conditions as such New Securities are to be sold or otherwise issued by the Company, equal to the product of (i) the number or amount of such New Securities being sold or otherwise issued times (ii) the percentage of voting power for the election of directors generally with the Common Stock of such Significant Holder immediately following prior to such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement issuance of such transactionNew Securities (assuming the exercise, exchange or conversion of all Convertible Securities in accordance with their terms). For purposes of this Section 3.13, “New Securities” means any Common Equivalent Shares, including any such securities issued by the Company in connection with the ESOP. (b) If NewCo In the event that the Company proposes to engage in undertake a transaction involving Preemptive Rights Issuance, the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit Company shall give each Significant Holder and the Warrant Agent written notice (the “Notice of Preemptive RightsRights Notice”) of its intention, stating (i) the type of New Securities, (ii) the purchase price, number and general terms upon which the Company proposes to issue or sell such New Securities and (iii) the estimated or actual closing date, as applicable, of the sale or issuance of New Securities. The Preemptive Rights Notice shall be given to (x) in the case of sales or issuances of New Securities other than in connection with Participant Elective Deferrals, each Significant Holder and the Warrant Agent at least twenty (20) Business Days prior to the Purchaser disclosing the terms first closing of the proposed sale or issuance transaction or (which notice will set forth all material termsy) in the case of issuances of New Securities in connection with Participant Elective Deferrals, including pricethe Warrant Agent within ten (10) Business Days following the first issuance of such New Securities. Each Significant Holder shall have the right, number for a period of securities or aggregate principal amount, as applicable, and thirty (30) Business Days after receipt of the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer Notice (the “Preemptive Rights Acceptance Period”), to the Purchaser agree to purchase up to the Purchaser’s Amount its pro rata share of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or partiesNew Securities. Such offer as set forth in the Notice of Preemptive Rights will remain open for acceptance shall be made by delivering a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the Company, the Warrant Agent and the ESOP Trustee within the Preemptive Rights Acceptance Period specifying the number of Covered New Securities that the Purchaser intends to such Significant Holder shall purchase. The consummation For purposes of this Section 3.13, the “pro rata share” of a Significant Holder shall mean the number or amount of New Securities which shall enable such Significant Holder to maintain, assuming the conversion of all Convertible Securities in accordance with their terms, the percentage equity interest such Significant Holder would hold in the Company upon exercise of such Significant Holder’s Warrants immediately prior to such sale or other issuance of New Securities at the purchase by the Purchaser shall be conditioned price and on the simultaneous or prior consummation of the sale described terms stated in the Notice Preemptive Rights Notice. The Company shall include in any filings with the SEC on Form 8-K regarding a Preemptive Rights Issuance in connection with Participant Elective Deferrals a disclosure that such sale or issuance is subject to the provisions of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of this Section 3.13 and that Significant Holders have the sale rights set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeherein. (c) Any Covered In the event the Company delivers the Preemptive Rights Notice in accordance with Section 3.13(b), the Company shall have a period of sixty (60) Business Days (the “New Securities covered Sale Period”) from the date of the first closing specified in the Preemptive Rights Notice to sell to third parties all such New Securities not purchased by Holders pursuant to this Section 3.13 at a Notice price and upon general terms no more favorable to the purchasers thereof than the price and terms specified in the Preemptive Rights Notice. In the event the Company has not sold all such New Securities within the New Securities Sale Period, then the Company shall not thereafter make any Preemptive Rights Issuance without first offering the New Securities to be sold or issued pursuant to such Preemptive Rights Issuance to the Significant Holders in accordance with this Section 3.13. (d) If the purchase price in connection with any Preemptive Rights Issuance includes consideration other than cash, then the Significant Holders exercising their preemptive rights pursuant to this Section 3.13 shall pay to the Company, in lieu of paying such non-cash consideration, an amount in cash equal to the fair market value of such non-cash consideration as of the date such non-cash consideration would have been delivered in exchange for such New Securities, as determined by an independent nationally recognized investment bank with experience in transactions of comparable size and magnitude (an “Independent Financial Expert”) selected by the Company and acceptable the Requisite Holders (as defined in the Stockholders’ Agreement). (e) The closing of any Preemptive Rights Issuance shall take place at such time and place as specified in the Preemptive Rights Notice. At the closing of Preemptive Rights which Issuance, the Company shall issue and deliver to each Significant Holder stock certificates (or, if applicable, executed agreements) representing that number of fully paid and nonassessable New Securities that each Significant Holder has purchased pursuant to this Section 3.13 (duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed), or other appropriate transfer instruments, if the New Securities are uncertificated, and each such Significant Holder shall pay to the Company by wire transfer of immediately available funds the aggregate consideration for such New Securities. Notwithstanding the foregoing or anything in this Section 3.13 to the contrary, to the extent the New Securities are not purchased by the Purchaser being sold pursuant to Section 8.12(b) may a registration statement under the Securities Act, the Company shall not be sold by NewCo required to sell any New Securities to a third party or parties at any time within 180 days following Significant Holder unless an exemption from the expiration registration requirements of the 15 Business Day period specified in Section 8.12(b); provided that each of Securities Act is available without additional expense to the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsCompany.

Preemptive Rights. (a) In The Holder shall be entitled to purchase its pro rata share (calculated by multiplying the event that number of securities issued in such equity offering including those issued pursuant to this Section 8 by a fraction, the Purchaser Beneficially Owns at least 20% numerator of which is the aggregate number of shares equal to the sum of (x) the number of issued and outstanding shares of Common Stock then held by the Holder, plus (y) the total number of shares of NewCo Common Stock then outstandingissuable upon the exercise, if NewCo engages in conversion or exchange of all warrants or other rights to subscribe for or to purchase, or any transaction involving options for the direct purchase of, Common Stock or indirect sale any stock or issuance of Covered Securities by NewCo security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such sale convertible or issuance would cause exchangeable stock or securities being called “Convertible Securities”) that are issued and outstanding at such time that are then held by the Purchaser to Beneficially Own less than 20% Holder (the sum of (x) and (y), a “Fully Diluted Basis”) and the denominator of which is the number of shares of Common Stock held by all such holders of securities of the aggregate number Company on a Fully Diluted Basis) of outstanding shares of NewCo Common Stock immediately following such sale or issuance, any future private equity offering by the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionCompany. (b) If NewCo proposes to engage Notwithstanding anything contained in a transaction involving the direct or indirect sale or issuance of Covered Securities described in this Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”8(a) to the Purchaser disclosing contrary, the terms preemptive rights of the proposed Holder shall not apply to (a) shares of Common Stock sold to, or options to purchase Common Stock granted by the Company to, employees, consultants, officers, or directors of the Company pursuant to any option plan, agreement or other arrangement duly adopted by the Company and approved by a majority of the Board of Directors; (b) any shares of Common Stock upon the conversion of shares of Series A Preferred Stock; (c) any shares of Common Stock pursuant to which the Series A Conversion Price (as such term is defined in the Existing Certificate) is adjusted under Section 6; (d) any shares of Common Stock issued pursuant to the exchange, conversion or exercise of any Options or Convertible Securities that have previously been incorporated into computations hereunder on the date when such Options or Convertible Securities were issued; (e) the issuance and sale or issuance transaction (which notice will set forth all material terms, including price, number of securities in connection with a strategic investment or aggregate principal amountsimilar transaction approved by a majority of the Board of Directors; (f) securities issued for consideration other than cash pursuant to a merger, consolidation or similar business combination or acquisition of assets as applicable, and approved by a majority of the type Board of securities to be sold or issued). The Notice Directors; (g) the issuance of Preemptive Rights will include an offer shares in connection with a firm commitment underwritten public offering of Common Stock with a nationally recognized investment banking firm at a price per share offered to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period public of at least 15 Business Days after $5.00 per share of Common Stock which results in gross cash proceeds to the Notice Company of Preemptive Rights is deliveredat least $25,000,000; (h) any shares of Series A Preferred Stock issued in the form of a dividend to any holder of Series A Preferred Stock; and (i) any shares of Common Stock issued on exercise of any warrants issued by the Company, on or prior to the expiration date of which period issuance of this Warrant, warrants issued in connection with the Purchaser may accept such offer by written notice to NewCo setting forth issuance of Series A-7 Preferred Stock and warrants issued in connection with subordinated debt of the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned Company outstanding on the simultaneous or prior consummation date of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsWarrant.

Preemptive Rights. (a) In If following the event that date hereof the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstandingCompany desires to issue any Company Securities, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less other than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceExcluded Securities, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities it shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately first give prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive RightsProposed Issuance”) to each Shareholder other than the Purchaser disclosing Management Holders (the “Rights Holders”) at least 15 days prior to the date of such proposed issuance which shall: (i) state the number and type of Company Securities which the Company then desires to issue (the “New Securities”), (ii) state the terms and other material conditions of the proposed sale or issuance transaction (which notice will set forth all material termsissuance, including the price, number of securities or aggregate principal amount, as applicableupon which the Company proposes to issue the New Securities, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include (iii) contain an offer to Transfer the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered New Securities to the third party or partiesRights Holders pursuant to this Section 4.1. Such offer Each Rights Holder shall be entitled to purchase, at the price and on the other terms and conditions specified in the Issuance Notice, an amount equal to (x) the number of Company Securities to be issued by the Company (including all Company Securities issued to Rights Holders with respect to this provision) multiplied by (y) a fraction determined as set forth of immediately prior to such issuance, the numerator of which is the number of Company Securities of such Rights Holder and the denominator of which is the number of issued Company Securities then outstanding. (b) For a period of 10 days after receipt of the Notice of Proposed Issuance (the “Participation Period”), each Rights Holder shall have the right, by delivering written notice to the Company to elect to purchase, at the price and on the terms and conditions specified in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is deliveredProposed Issuance, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Company Securities that specified in such Shareholder’s notice, not to exceed the Purchaser intends amount set forth in Section 4.1(a). If, any Shareholder has not exercised its right to purchase. The consummation purchase any of its pro rata share of such purchase by Company Securities during the Purchaser Participation Period, such Shareholder shall be conditioned on deemed to have waived all of its rights under this Section 4.1 with respect to, and only with respect to, the simultaneous or prior consummation purchase of the sale described such Company Securities specified in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeProposed Issuance. (c) Any Covered If all of the New Securities covered by a Notice of Preemptive Rights which are have not been purchased by the Purchaser Rights Holders pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 4.1(b), then the Company shall have the right until 120 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of Participation Period, to issue the price and New Securities not purchased by the other Rights Holders on terms and conditions of such sale are not (including price) no more favorable to such third parties the purchaser than as set forth are specified in the Notice of Preemptive RightsProposed Issuance. For If for any reason the avoidance New Securities not purchased by the Rights Holders are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of doubtProposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the New Securities not purchased by the Rights Holders; provided that, in the event that any sale of the material terms or conditions specified in the Notice of Proposed Issuance shall change within such 120-day period, the Company shall give the Rights Holders notice of such change and an additional period of 8 Business Days to determine whether to elect to purchase the Company Securities as provided in Section 4.1(b). (d) The purchase price for the New Securities shall, unless otherwise agreed in writing by the parties to such transaction, be paid in cash or by certified check at the date of the closing. (e) The Company shall set the place, time and date for the closing of the purchase of the New Securities. At such closing, the Rights Holders participating in such issuance of Covered shall deliver the consideration required by Section 4.1(d), and the Company shall deliver to them certificates representing the New Securities. (f) The Company may offer and sell Company Securities other than in compliance with subject to the preemptive rights under this Section 8.12(c4.1 to a Rights Holder without first offering such Company Securities to each Rights Holder or complying with the procedures of this Section 4.1, so long as (i) will require delivery each of a new Notice the Rights Holders receives prompt written notice of Preemptive Rightsthe consummation of such sales (in any event within 10 days after the close of such sale) and thereafter is given the opportunity (exercisable as soon as practicable, and in any event within 10 Business Days after receipt of notice referred to herein) to purchase Company Securities (from either the Company or the initial purchaser of such Company Securities) of the identical kind as offered and sold so that the number of shares of Company Securities the Rights Holder can hold immediately after such purchase shall bear the same proportion to the number of then issued and outstanding Company Securities (determined after the exercise of the right to purchase by other Rights Holders under this Section 4.1(f)) as the number of Company Securities held by such Rights Holder possessed to the number of issued and outstanding Company Securities immediately prior to the offer and sale of any Company Securities under this Section 4.1(f), on the same terms and conditions as such prior sale, and (ii) the price per unit of Company Securities shall be identical to the price per unit paid in such prior sale.

Preemptive Rights. (a) In Except with respect to any Exempt Issuance, prior to USWS issuing any New Securities following the event Closing to a proposed purchaser (the “Proposed Purchaser”), each Purchaser and Lender (together with its Affiliates) that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser continues to Beneficially Own less than 20% of the aggregate number of hold outstanding shares of NewCo Common Series B Preferred Stock immediately following at such sale or issuancetime (each, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “AmountEligible Purchaser”) necessary shall have the right to enable purchase the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered New Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionprovided in this Section 5.01. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(aUSWS shall give each Eligible Purchaser at least ten (10) above, NewCo will first submit written Business Days’ prior notice (the “Notice of Preemptive RightsFirst Notice”) of any proposed issuance of New Securities, which notice shall set forth in reasonable detail the proposed terms and conditions thereof and shall offer to each Eligible Purchaser (or their designated Affiliates) the Purchaser disclosing the terms opportunity to purchase its Pro Rata Share (which Pro Rata Share shall be calculated as of the date of such notice) of the New Securities at the same price, on the same terms and conditions and at the same time as the New Securities are proposed sale or issuance transaction to be issued by USWS. If any Eligible Purchaser wishes to exercise such Eligible Purchaser’s preemptive rights, such Eligible Purchaser must do so by delivering an irrevocable written notice to USWS within five (5) Business Days after delivery of the First Notice by USWS (the “Election Period”), which notice will set forth all material terms, including price, number shall state the dollar amount of securities New Securities such Eligible Purchaser or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser its Affiliates (each a “Requesting Purchaser”) would like to purchase up to the a maximum amount equal to such Eligible Purchaser’s Amount Pro Rata Share of the total offering amount plus the additional dollar amount of New Securities such Covered Requesting Purchaser would like to purchase in excess of its Pro Rata Share (the “Over-Allotment Amount”), if any, if other Eligible Purchasers do not elect to purchase their full Pro Rata Share of the New Securities. The rights of each Requesting Purchaser to purchase a dollar amount of New Securities in excess of each such Requesting Purchaser’s Pro Rata Share of the New Securities shall be based on terms and conditionsthe relative Pro Rata Shares of the New Securities of those Requesting Purchasers desiring Over-Allotment Amounts. For the purposes of this Section 5.01, including price, not less favorable references to “Pro Rata Share” shall refer to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights percentage ownership that is delivered, prior to the expiration of which period the Purchaser may accept such offer obtained by written notice to NewCo setting forth dividing the number of Covered Securities that the Purchaser intends to purchase. The consummation shares of such purchase Class A Common Stock beneficially owned by the applicable Purchaser shall be conditioned and its Affiliates on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased fully-diluted basis by the Purchaser pursuant to Section 8.12(b) may be sold total number of Class A Common Stock beneficially owned by NewCo to all Purchasers and their Affiliates on a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsfully-diluted basis.

Preemptive Rights. (a) If the Company authorizes the issuance or sale of any shares of Common Stock or any other capital stock of the Company or any securities (including debt securities) containing options or rights to acquire any shares of Common Stock (other than as a dividend on the outstanding shares of capital stock) or any securities exchangeable for or convertible into Common Stock, including any Preferred Stock (collectively, “Securities”), other than in an Exempt Issuance, the Company shall first offer to sell to each of the Eligible Stockholders a portion of such Securities equal to the quotient determined by dividing (A) the number of shares of Common Stock held by such holder (including shares of Common Stock issuable upon conversion of the Preferred Stock) by (B) the Company’s fully-diluted Common Stock then outstanding (including shares of Common Stock issuable upon conversion of the Preferred Stock and the full exercise of outstanding options exercisable for (directly or indirectly) Common Stock). Each Eligible Stockholder shall be entitled to purchase all or any portion of its allotment of such Securities at the most favorable price and on the most favorable terms as such Securities are issued and sold to any other Persons; provided that if all Persons entitled to purchase or receive such Securities are required to also purchase other securities of the Company, the Persons exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. (b) In order to exercise its purchase rights hereunder, an Eligible Stockholder must within 20 days after receipt of written notice from the Company describing in reasonable detail the Securities being offered, the purchase price thereof, the payment terms and such Eligible Stockholder’s percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the Securities offered to the Eligible Stockholders are not fully subscribed by such Eligible Stockholders, the remaining Securities shall be reoffered by the Company to the Eligible Stockholders purchasing their full allotment upon the terms set forth in this paragraph, except that such holders must exercise their purchase rights within five (5) days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such Securities which the Eligible Stockholders have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Securities offered or sold by the Company after such 90-day period must be reoffered to the Eligible Stockholders pursuant to the terms of this paragraph. (d) In the event that the Purchaser Beneficially Owns Company is unable to comply with the provisions of this paragraph 7 at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into any issuance of Securities due to circumstances related to the agreement for issuance of such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainableSecurities to a third party, the per share purchase price Company shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior give notice to the public disclosure or announcement of Eligible Stockholders within 30 days after such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) aboveSecurities. Such notice shall describe the type, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the price, and terms of the proposed sale or issuance transaction (which Securities. Each Eligible Stockholder shall have 20 days from the date notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities is given to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser elect to purchase up to the Purchaser’s Amount number of Securities that would, if purchased by such Covered Securities on terms and conditionsEligible Stockholder, including pricemaintain such Eligible Stockholders’ percentage-ownership position, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer calculated as set forth in paragraph 7(a). The closing of such sale shall occur within 60 days of the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights date notice is delivered, prior given to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeEligible Stockholders. (ce) Any Covered The provisions of this paragraph 7 shall terminate upon the earlier to occur of (i) immediately before the consummation of an IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities covered by Exchange Act of 1934, as amended, or (iii) a Notice Sale of Preemptive Rights the Company in which are not purchased the Investors sell for cash 100% of the shares of capital stock of the Company held by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties Investors at any the time within 180 days following the expiration of such Sale of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsCompany.

Preemptive Rights. (a) In the event that the Purchaser Beneficially Owns at least 20% 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 aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in Company to any transaction involving the direct Person or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% (ii) any debt securities of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceCompany to any Member (collectively, the Purchaser will be afforded “Preemptive Securities”) unless, in each case, the opportunity Company shall have first offered to acquire from NewCosell 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, for the same at a price and on the same such other terms as shall have been specified by the Company in writing delivered to each such Covered Securities are offered, up to an amount Preemptive Holder (the “AmountPreemptive Offer”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided), that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party which Preemptive Offer shall by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction its terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open and irrevocable for a period of at least 15 Business Days after ten calendar days from the Notice date it is delivered by the Company (the “Preemptive Offer Period”). Each Preemptive Holder may elect to purchase all or any portion of such Preemptive Holder’s Preemptive Share of the Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by delivering written notice of such election to 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 the Preemptive Securities pursuant to this Section 12.3 must purchase the same proportionate mix of all of such securities. Notwithstanding anything to the contrary set forth in this Agreement, a Preemptive Holder may assign all or any portion of 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 purposes of this Section 12.3. (b) Each Preemptive Holder’s “Preemptive Share” of Preemptive Rights is deliveredSecurities shall be determined as follows: the total number of Preemptive Securities, prior to multiplied by a fraction, (i) the expiration numerator of which period the Purchaser may accept such offer by written notice to NewCo setting forth is the number of Covered Securities that Common Membership Interests then held, directly or indirectly, by such Preemptive Holder on a Fully-Diluted Basis, and (ii) the Purchaser intends to purchase. The consummation denominator of which is the number of Common Membership Interests then held by all Preemptive Holders (including such purchase by the Purchaser shall be conditioned Preemptive Holder) on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timea Fully-Diluted Basis. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In If after the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of date hereof Holdings proposes to issue any shares of NewCo Common Stock then outstanding, if NewCo engages in or Preferred Stock or any transaction involving the direct other Voting Security (or indirect sale obligations of any kind convertible into or issuance of Covered Securities by NewCo and such sale exchangeable or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding exercisable for any shares of NewCo Common Stock immediately following or Preferred Stock or such sale or issuanceother Voting Security), each Stockholder shall have the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount right (the “Amount”"Preemptive Right") necessary to purchase a portion of such securities sufficient to enable such holder to maintain its voting percentage interest in the Purchaser Voting Securities (on a Fully-Diluted Basis) immediately prior to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if any Stockholder electing to exercise its Preemptive Right hereunder shall, to the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo extent Holdings issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo both Common Stock at and Preferred Stock, be required to exercise such right as to both the close of Common Stock and the business on Preferred Stock in the day immediately prior to the public disclosure or announcement of same proportion as such transactionclasses are issued. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit Holdings shall give each Stockholder at least 30 days' prior written notice (of any such proposed issuance setting forth in reasonable detail the “Notice of Preemptive Rights”) to proposed terms and conditions thereof, including without limitation the Purchaser disclosing the terms identity of the proposed sale or issuance transaction recipient (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicablethe "Issuance Notice"), and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an shall offer to the Purchaser to purchase up to the Purchaser’s Amount of each such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided Stockholder the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred securities at the same timeprice, on the same terms, and at the same time as the securities are proposed to be issued by Holdings. A Stockholder may exercise its right of first refusal by delivery of a written notice to Holdings within 15 days after delivery of the Issuance Notice, which exercise shall be irrevocable. (c) Any Covered Securities covered by a Notice of The Preemptive Rights which shall not apply to the following issuances: (i) issuances of securities of a type that could not be acquired by all the Stockholders pursuant to this Section 4 if such acquisition is at such time prohibited because it would result in a violation of Holdings or its Subsidiaries covenants under its credit facilities or instruments; (ii) issuances of Holdings Securities in connection with a transaction (other than a transaction with any entity constituted within CHP or any of their Affiliates) that the Board of Directors of Holdings deems to be a strategic transaction, including, without limitation, any acquisition of any business or assets used in the business of Holdings or its Subsidiaries; (iii) issuances where Holdings Securities are issued as a unit with securities of Holdings that are not purchased by the Purchaser pursuant to Section 8.12(bHoldings Securities; (iv) may be sold by NewCo to issuances where Stockholders (other than CHP) holding a third party or parties at any time within 180 days following the expiration majority of the 15 Business Day period specified in Section 8.12(b); provided Holdings Securities (excluding those held by CHP) determine that each such issuance should be exempt from the provisions of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c4; (v) will require delivery issuances in any underwritten public offering; (vi) issuances in connection with mergers, consolidations or acquisitions of a new Notice assets or businesses; and (vii) issuances to directors and employees of Preemptive RightsHoldings and any Subsidiary thereof.

Preemptive Rights. After the Effective Date, the Company will not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Capital Stock or Options (collectively, the “Preemptive Securities”), unless the Company has first offered to sell to each of the Stockholders such Stockholder’s Pro Rata Share (as defined below) of the Preemptive Securities, at a price and on such other terms as have been specified by the Company in writing delivered to each such Stockholder (the “Preemptive Offer”), which Preemptive Offer will be on terms substantially identical to the terms of the Company’s proposed issuance, sale or exchange of Preemptive Securities and will remain open and irrevocable for a period of 20 Business Days from the date it is delivered by the Company (the “Preemptive Offer Period”). Notwithstanding the foregoing, Preemptive Securities will not include (a) Options or other equity securities or rights issued pursuant to an Employee Plan approved by the Board (subject to Section 3.4(b)(ii)) and any Capital Stock issued upon the exercise of any such Options or other equity securities so long as such Options issued or the equity securities issuable upon exercise of such Options do not represent in excess of 10% of the fully diluted Common Stock, (b) the Lear Warrant or any equity securities issued pursuant to the terms of the Lear Warrant, (c) equity securities issued by the Company as direct consideration in connection with the acquisition of another business entity by the Company or a Subsidiary, whether by merger, purchase of all or substantially all of the assets of such entity or otherwise, (d) securities issued as a result of any split of, reclassification, subdivision of or other distribution pro rata with respect to, the equity securities of the Company, or (e) any equity securities issued in a Public Offering or pursuant to the Reorganization. Each Stockholder may elect to purchase (or to have its designated Affiliate that is also, or simultaneously with such purchase becomes, a Stockholder, purchase) all or any portion of such Stockholder’s Pro Rata Share of the Preemptive Securities as specified in the Preemptive Offer at the price and on the terms specified therein by delivering written notice of such election to the Company as soon as practicable but in any event before the expiration of the Preemptive Offer Period. Any Preemptive Securities not elected to be purchased by the end of the Preemptive Offer Period will be reoffered for a five-day period by the Company on a pro rata basis to the Stockholders who have elected to purchase their full Pro Rata Share of the Preemptive Securities. In the event the Stockholders fail to exercise in full their preemptive rights as set forth above with respect to the Preemptive Securities, the Company shall have 60 days thereafter to sell such Preemptive Securities, at a cash or cash equivalent price that is not less than the Purchaser Beneficially Owns at least 20% price specified in the Preemptive Offer. In the event the Company has not sold the Preemptive Securities within such 60-day period, the Company shall not thereafter issue or sell any Preemptive Securities without first complying with the first offer rights set forth in this Section 3.2. Each Stockholder’s “Pro Rata Share” of Preemptive Securities is the aggregate product of (x) the total number of Preemptive Securities and (y) a fraction, the numerator of which is the total number of shares or units of NewCo Common Stock then owned by such Stockholder and the denominator of which is the total number of shares or units of Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In Prior to a Qualified Public Offering, if the event Company proposes to issue or sell for cash any newly issued shares of capital stock of the Company or securities convertible into or exchangeable or exercisable for shares of capital stock (the “Preemptive Shares”), excluding any Excluded Offering, then the Company shall provide each member of the Senior Management Team and each other Stockholder that is not a Management Stockholder (the Purchaser Beneficially Owns “Preemptive Optionees”) with written notice (a “Preemptive Notice”) thereof at least 20% of ten (10) business days prior to the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo closing thereof and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded offer each Preemptive Optionee the opportunity to acquire from NewCo, for the same price and purchase on the same terms and for the same consideration as other purchasers of Preemptive Shares at the closing of such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate transaction a number of outstanding shares of NewCo Common Stock such Preemptive Shares as will enable such Preemptive Optionee to maintain its Actual Ownership Percentage immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, (such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionPreemptive Optionee’s “Applicable Preemptive Shares”). (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Each Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for Optionee shall have a period of at least 15 Business Days ten (10) business days after delivery of the Preemptive Notice to elect to purchase its Applicable Preemptive Shares or a portion thereof having an aggregate value of Preemptive Rights is deliverednot less than $50,000, prior such election to the expiration be made by delivery of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeCompany. (c) Any Covered Securities covered If a Preemptive Optionee makes the election referred to in clause (b) above, such Preemptive Optionee shall enter into such agreements concerning the sale and purchase of its Applicable Preemptive Shares to which a Preemptive Notice relates as are entered into by the other purchasers of the Preemptive Shares to which such Preemptive Notice relates. The closing of all the purchases of all the Preemptive Shares shall take place simultaneously. (d) Notwithstanding the foregoing, the Company shall not be required to provide the advance notice described in clause (a) above and instead may effect a transaction otherwise subject to this Section 3.5 without complying with such provisions, provided that the Company sets aside for the Delay Period (as defined below) the maximum number of Preemptive Shares as would be purchasable by the Preemptive Optionee under this Section 3.5 if a Preemptive Notice had been given with respect to such transaction in accordance with Section 3.5(a). Prior to or after but no later than ten 10 business days after the closing of such transaction, the Company shall notify (a “Delayed Notice”) each Preemptive Optionee that it may exercise preemptive rights under this Section 3.5 for its Applicable Preemptive Shares in amounts calculated in accordance with Section 3.5(a) for a fifteen (15) business day period after the giving of the Delayed Notice (the “Delay Period”). If such rights are exercised by a Notice of Preemptive Rights which are not purchased Optionee by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice notice to the Company prior to the end of the Delay Period, the provisions of Section 3.5(c) shall apply to such Preemptive RightsOptionee’s purchase of such Applicable Preemptive Shares, provided that the closing of such Applicable Preemptive Shares shall take place on such date as is set by the Company within fifteen (15) business days after the Delay Period. (e) Notwithstanding anything in Section 3.5(a) to the contrary, preemptive rights will not apply to securities (i) issued upon the exercise of options warrants or convertible securities, (ii) granted under any employee benefit plan or other option or compensation plan approved by the Board, (iii) issued to a strategic investor, (iv) issued in connection with any reorganization, reclassification, merger, business combination or similar event, (v) issued in connection with a debt financing transaction, (vi) issued in connection with a Qualified Public Offering, or (vii) in order to fund an acquisition or property development project by the Company or its Affiliates or an entity in which the Company or its Affiliates holds a direct or indirect interest (each, an “Excluded Offering”).

Preemptive Rights. (a) In The Company hereby grants to each Shareholder the event that the Purchaser Beneficially Owns at least 20% right to purchase its pro rata portion of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less new Shares (other than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount any Excluded Securities) (the “AmountNew Securities”) necessary that the Company may from time to enable the Purchaser time propose to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale issue or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed sell to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionany party. (b) If NewCo proposes to engage in a transaction involving the direct The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”4.01(a) to the Purchaser disclosing Shareholders within five (5) Business Days following any action of the Board where any such issuance or sale is approved. The Issuance Notice shall, if applicable, identify any prospective purchaser (a “Prospective Purchaser”) seeking to purchase New Securities and set forth the material terms and conditions of the proposed sale or issuance transaction issuance, including: (which notice will set forth all material terms, including price, i) the number and description of securities or aggregate principal amount, as applicable, New Securities proposed to be issued and the type percentage of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to outstanding Shares, on a fully diluted basis, that such issuance would represent; (ii) any material rights and obligations afforded the Purchaser’s Amount holders of such Covered Securities on terms and conditionsNew Securities; (iii) the proposed issuance date, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of shall be at least 15 Business Days after twenty (20) days from the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation date of the sale described in Issuance Notice; and (iv) the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to proposed purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeprice per share. (c) Any Covered Each Shareholder shall for a period of ten (10) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Securities covered by a Notice equal to the product of: (i) the total number of Preemptive Rights which are not purchased New Securities to be issued by the Purchaser pursuant Company on the issuance date; and (ii) a fraction determined by dividing (A) the number of Shares owned by such Shareholder immediately prior to such issuance by (B) the total number of Shares outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by delivering a written notice to the Company (an “Acceptance Notice”). Such Shareholder’s election to purchase New Securities shall be binding and irrevocable. The failure of a Shareholder to deliver an Acceptance Notice by the end of the Exercise Period shall constitute a waiver of its rights under this Section 8.12(b4.01 with respect to the purchase of such New Securities, but shall not affect its rights with respect to any future issuances or sales of New Securities. (d) may be sold by NewCo to a third party or parties at any time within 180 No later than five (5) days following the expiration of the 15 Business Day period specified Exercise Period, the Company shall notify each Shareholder in Section 8.12(b); provided writing of the number of New Securities that each of the price and the other terms and conditions of such sale are not more favorable Shareholder has agreed to such third parties than as set forth in the Notice of Preemptive Rights. For purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-Allotment Notice”). Each Shareholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Shareholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-Allotment New Securities”) by giving written notice to the Company setting forth the number of Over-Allotment New Securities that such Exercising Shareholder is willing to purchase within five (5) days of receipt of the Over-Allotment Notice (the “Over-Allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-Allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-Allotment New Securities it elected to purchase in its written notice; provided, that if the Over-Allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-Allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced), provided, such issuance or sale is closed within sixty (60) days after the expiration of Covered the Over-Allotment Exercise Period; subject, however, to the extension of such sixty (60) day period for a reasonable time not to exceed thirty (30) days to the extent reasonably necessary to obtain any necessary Government Approvals or other required consents. Concurrent with any closing of such proposed issuance or sale of New Securities, the Company shall cause: (i) each proposed holder of such New Securities other than to execute and deliver to the Company a Joinder Agreement; and (ii) if such proposed holder is an individual, any Spouse of such proposed holder to execute and deliver to the Company a Spousal Consent. In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in compliance accordance with the procedures set forth in this Section 4.01. (f) The closing of any purchase by any Shareholder shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Securities in accordance with this Section 8.12(c4.01, the Company shall deliver share certificates (if any) will require delivery evidencing the New Securities, which New Securities shall be issued free and clear of a new Notice any Liens (other than those arising hereunder and those attributable to the actions of Preemptive Rightsthe purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale, including entering into such additional agreements as may be necessary or appropriate.

Preemptive Rights. If the Corporation proposes to issue (aa “Proposed Issuance”) In the event that the Purchaser Beneficially Owns at least 20% any capital stock of the aggregate number Corporation or any securities convertible into, or exercisable or exchangeable for, such capital stock (collectively, the “Offered Securities”) at any time when the holders of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving all the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Class B Common Stock immediately following such sale or issuance(assuming that all the outstanding shares of Class A Common Stock which are then exchangeable for Class B Common Stock have been so exchanged) are collectively entitled to cast a majority of the Total Voting Power, the Purchaser will be afforded Corporation shall give written notice of the opportunity Proposed Issuance to the holders of Class B Common Stock (the “Offer Notice”) at least 30 days prior to such issuance. Such notice shall describe all the material terms and conditions of such Proposed Issuance. Each holder of Class B Common Stock shall have the right to acquire from NewCo, for at the same price and on the same terms as such Covered Securities are offeredand conditions, up to an additional amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number Offered Securities so that the percentage of the outstanding shares of NewCo Common Stock immediately following and Total Voting Power then owned by such sale or issuanceholder shall not change as a result of such acquisition and Proposed Issuance; provided, thathowever, that notwithstanding the foregoing (i) such holder may elect to acquire a lesser number of additional Offered Securities as it may determine in its sole discretion and (ii) if the transaction at issue is an acquisitionOffered Securities are, merger or other business combination involving a Third Party by NewCo are convertible into or exercisable or exchangeable for, Class A Common Stock, then in which NewCo issues or sells Covered Securities as consideration for the transaction, lieu thereof such Covered Securities holder shall be deemed entitled to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Class B Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct Offered Securities convertible into or indirect sale exercisable or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amountexchangeable for Class B Common Stock, as applicable, and the type . If any holder of securities Class B Common Stock fails to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase received by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. Corporation within fifteen (c15) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration date on which such holder received the Offer Notice, the Proposed Issuance may be consummated free and clear of the 15 Business Day period specified preemptive right granted to the holders of Class B Common Stock under this Article VIII. Notwithstanding the foregoing, if the purchase price for any Proposed Issuance is to be paid in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth whole or in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities part other than in compliance with cash, then the holders of Class B Common Stock may pay the purchase price in cash in an amount per Offered Security equal to the fair market value of the aggregate non-cash consideration so payable, as reasonably determined in good faith by the Board, divided by the total number of Offered Securities to be issued without giving effect to the preemptive right granted by this Section 8.12(cArticle VIII. Notwithstanding the foregoing, the preemptive right granted by this Article VIII shall not apply to any Proposed Issuance pursuant to any stock option, restricted stock or employee benefit plan of the Corporation; provided, however, at the end of each month the Corporation shall give the holders of Class B Common Stock written notice of all such Proposed Issuances during such month (the “Monthly Offer Notice”) will require delivery and each holder of Class B Common Stock shall have the right, exercisable by delivering written notice to the Corporation (each, a new “Monthly Exercise Notice”) within fifteen days after the date on which such holder received the Monthly Offer Notice, to purchase for cash a sufficient number of shares of Class B Common Stock so that the percentage of the outstanding Common Stock and Total Voting Power then owned by such holder shall not change as a result of such acquisition and Proposed Issuances; provided, however, that such holder may elect to acquire a lesser number of such shares of Class B Common Stock as it may determine it its sole discretion. The per share purchase price for any purchase of Class B Common Stock pursuant to a Monthly Exercise Notice shall be (i) if the Class A Common Stock is then listed on a national securities exchange or quoted on an automated inter-dealer quotation system, the closing price of Preemptive Rightsthe Class A Common Stock on the trading day immediately preceding the date on which the Corporation received the Monthly Exercise Notice or (ii) in all other cases, the fair market value of one share of Class A Common Stock as determined in good faith by the Board.

Preemptive Rights. (a) Until the first anniversary of the Closing Date and for so long as any Purchaser or its assigns shall own any Shares (any Purchaser, for such purpose, an "Eligible Purchaser"), the Company hereby grants to each Eligible Purchaser a right (the "Preemptive Right") to purchase all or any part of such Eligible Purchaser's pro rata share of any "New Securities" (as defined in Section 3.8(b)) that the Company may, from time to time, propose to sell and issue solely for cash. The pro rata share for each Eligible Purchaser, for purposes of the Preemptive Right, is the ratio of (x) the number of shares of Common Stock then held by such Eligible Purchaser immediately prior to the issuance of the New Securities (assuming the full conversion of any Preferred Stock, but not including any other shares of Common Stock to be acquired by such Eligible Purchaser or issued to such Eligible Purchaser pursuant to Section 3.9), to (y) the total number of shares of Common Stock of the Company outstanding immediately prior to the issuance of the New Securities (after giving effect to the full conversion of any Preferred Stock, but not including any shares of Common Stock issuable upon the exercise, conversion or exchange of any other security or issued to such Eligible Purchaser pursuant to Section 3.9). (b) For purposes of this Section 3.8, "New Securities" shall mean any Common Stock or Preferred Stock of the Company, whether or not authorized on the date hereof, and rights, options or warrants to purchase Common Stock or Preferred Stock and securities of any type whatsoever that are, or may become, convertible into Common Stock or Preferred Stock; provided, however, that "New Securities" does not include the following: (i) shares of capital stock of the Company issuable upon conversion or exercise of any currently outstanding securities or any Shares, Warrants or New Securities issued in accordance with this Agreement (including the Warrant Shares); (ii) shares or options or warrants for Common Stock granted to officers, directors and employees of, and consultants to, the Company pursuant to stock option or purchase plans or other compensatory agreements approved by the Board of Directors; (iii) shares of Common Stock or Preferred Stock issued in connection with any pro rata stock split or stock dividend in respect of any series or class of capital stock of the Company or recapitalization by the Company; (iv) shares of capital stock, or options or warrants to purchase capital stock, issued to a strategic investor in connection with a strategic commercial agreement as determined by the Board of Directors; (v) shares of capital stock, or options or warrants to purchase capital stock, issued pursuant to commercial borrowing, secured lending or lease financing transaction approved by the Board of Directors; (vi) shares of capital stock, or options or warrants to purchase capital stock, issued pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such other corporation or entity or fifty percent (50%) or more of the equity ownership of such other corporation or entity; (vii) shares of capital stock issued in an underwritten public securities offering pursuant to a registration statement filed under the Securities Act; (viii) shares of capital stock, or options or warrants to purchase capital stock, issued to current or prospective customers or suppliers of the Company approved by the Board of Directors as compensation or accommodation in lieu of other payment, compensation or accommodation to such customer or supplier; (ix) shares of capital stock, or warrants to purchase capital stock, issued to any person or entity that provides services to the Company as compensation therefor pursuant to an agreement approved by the Board of Directors; (x) shares of capital stock, or options or warrants to purchase capital stock, offered in a transaction where purchase of such securities by any Purchaser would cause such transaction to fail to comply with applicable federal or state securities laws or would cause an applicable registration or qualification exemption to fail to be available to the Company; provided, however, that this clause (x) shall apply only to the Purchaser or Purchasers who would cause any such failure, and not to any of the other Purchasers; (xi) securities issuable upon conversion or exercise of the securities set forth in paragraphs (i) - (x) above. (c) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or Company proposes to undertake an issuance of Covered New Securities by NewCo and such sale or issuance would cause the for cash, it shall give each Eligible Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice "Notice") of Preemptive Rights”) to its intention, describing the Purchaser disclosing type of New Securities, the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to general terms upon which the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo Company proposes to sell such Covered Securities to issue the third party or partiessame. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Each Eligible Purchaser shall have twenty (20) Business Days after receipt of such notice to agree to purchase all or any portion of its pro rata share of such New Securities at the Notice of Preemptive Rights is delivered, prior to price and upon the expiration of which period terms specified in the Purchaser may accept such offer notice by giving written notice to NewCo setting forth the number Company and stating therein the quantity of Covered New Securities to be purchased. In the event that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior any New Securities subject to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which Right are not purchased by the Eligible Purchaser pursuant to Section 8.12(bwithin the twenty (20) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided above, the Company shall have ninety (90) days thereafter to sell (or enter into an agreement pursuant to which the sale of New Securities that each had been subject to the Preemptive Right shall be closed, if at all, within sixty (60) days from the date of said agreement) the New Securities with respect to which the rights of the Purchaser were not exercised at a price and the other terms and conditions upon terms, including manner of such sale are not payment, no more favorable to the purchasers thereof than specified in the Notice. In the event the Company has not sold all offered New Securities within such third parties than as ninety (90) day period (or sold and issued New Securities in accordance with the foregoing within sixty (60) days from the date of such agreement), the Company shall not thereafter issue or sell any New Securities, without first complying again with the procedures set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c3.8. (d) will require delivery The Preemptive Right is not assignable by any Eligible Purchaser without the prior written consent of a new Notice of Preemptive Rightsthe Company, which consent shall not be unreasonably withheld, conditioned or delayed.

Preemptive Rights. (ai) In If the event that LLC authorizes the Purchaser Beneficially Owns at least 20% issuance or sale of any Units or other Equity Securities (other than as a dividend or distribution on the outstanding Units or an issuance upon consummation of a Sale of the aggregate Company or a Public Offering), the LLC shall first offer to sell to each holder of Common Units or Class B Preferred Units who is an “accredited investor” as defined in Rule 501(e) under the Securities Act, a portion of such securities equal to the quotient determined by dividing (1) the number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving Voting Units held by such holder by (2) the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares Voting Units then issued and outstanding. Each holder of NewCo Common Stock immediately following Voting Units shall be entitled to purchase such sale Units or issuance, Equity Securities at the Purchaser will be afforded the opportunity to acquire from NewCo, for the same most favorable price and on the same most favorable terms as such Covered Securities units or securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at to any other Persons; provided that if all Persons entitled to purchase or receive such Units or Equity Securities are required to also purchase other Securities of the per share LLC, the holders of Voting Units exercising their rights pursuant to this paragraph shall also be required to purchase the same strip of Securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price implied for all Securities offered to the holders of the Voting Units shall be payable in cash (or such other consideration as was proposed by the LLC initially). (ii) In order to exercise its purchase rights hereunder, a holder of Voting Units must within 15 days after receipt of written notice from the transaction LLC describing in reasonable detail the Securities being offered, the purchase price thereof, the payment terms and such holder’s ratable share deliver a written notice to the LLC describing its election as to (A) whether and to what extent such holder desires to purchase its ratable share and (B) if such holder elects to purchase its full ratable share, whether and to what extent such holder desires to purchase an additional amount of the time securities being offered if all of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is securities offered to the Unitholders are not reasonably ascertainablefully subscribed. (iii) Upon the expiration of the offering period described above, the per share purchase price LLC shall be deemed entitled to sell such Securities which the holders of Common Units or Class B Preferred Units have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any such Securities offered or sold by the LLC after such 90-day period must be reoffered to the trading price holders of Common Units or Class B Preferred Units pursuant to the terms of this Section 3.4(b). (iv) The rights of the NewCo holders of Common Stock at the close of the business on the day Units or Class B Preferred Units under this Section 3.4(b) shall terminate immediately prior to the public disclosure or announcement consummation of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms Sale of the proposed sale Company or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeQualified IPO. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In If at any time after the event Closing Date and prior to the Cessation Date, the Company 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 the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered New Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for at the same price and on the same terms as proposed to be issued or sold by the Company so that such Covered Securities are offeredLender would after the issuance and sale of all such New Securities, up to an amount (hold the “Amount”) necessary to enable the Purchaser to own 20% same proportional interest of the aggregate number of then outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger (assuming that any outstanding securities or other business combination involving a Third Party by NewCo in which NewCo issues rights, including the Notes, convertible or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry exchangeable into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day have been converted or exchanged) as was held by such Lender immediately prior to such issuance and sale (the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit "Proportionate Percentage"). The Company shall give each Lender written notice (the “Notice of Preemptive Rights”) its intention to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material termsissue and sell New Securities, including price, number of securities or aggregate principal amount, as applicable, and describing the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditionsNew Securities, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other 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 sale are 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 Company and stating therein the quantity of New Securities to be purchased. If Lenders fail to exercise in full such right within ten (10) Business Days, the Company shall have one hundred twenty-five (125) days thereafter to sell the New Securities in respect of which Lenders' rights were not exercised, at a price and upon general teens and conditions no more favorable to such third parties the buyers thereof than as set forth specified in the Notice of Preemptive RightsCompany's notice to Lenders pursuant to this Section. For If the avoidance of doubtCompany has not sold the New Securities within such one hundred twenty-five (125) day period, the Company shall not-thereafter issue or sell any sale or issuance of Covered Securities other than New Securities, except by giving Lenders the right to purchase their Proportionate Percentage in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsthe manner provided above.

Preemptive Rights. (a) In Except as set forth in the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstandingDisclosure Schedule, if NewCo the Company engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceCompany, the Purchaser will be afforded the opportunity to acquire from NewCothe Company, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary equal to enable (i) the total number of shares or other units of Covered Securities being offered multiplied by (ii) the percentage determined by dividing the number of Shares and Additional Shares then Beneficially Owned by the Purchaser to own 20% of by the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionthen outstanding. (b) If NewCo the Company proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) aboveSecurities, NewCo the Company will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo the Company proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo the Company setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b5.10(b) may be sold by NewCo the Company to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b5.10(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c5.10(c) will require delivery of a new Notice of Preemptive Rights. (d) Notwithstanding anything to the contrary contained herein, this Section 5.10 will cease to be effective at any time after the Closing that the Purchaser no longer has Beneficial Ownership of 100% of the Shares.

Preemptive Rights. (a) In Except as set forth in subsection (b) below, the event that the Purchaser Beneficially Owns Company will not issue, sell or otherwise transfer for consideration to any Investor (an "Issuance") at any time prior to a Public Offering, any capital stock or debt -------- security unless, at least 20% 30 days and not more than 60 days prior to such Issuance, the Company notifies Executive in writing of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving Issuance (including the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceprice, the Purchaser will be afforded purchasers thereof and the opportunity other terms thereof) and grants to acquire from NewCoExecutive, the right (the "Right") to subscribe for and purchase a portion of ----- such additional shares or other securities so issued at the same price and on the same terms as such Covered Securities are offered, up issued in the Issuance equal to an amount the quotient determined by dividing (1) the “Amount”) necessary number of fully diluted shares of Executive Stock held by Executive (other than options to enable the Purchaser to own 20% acquire stock from other stockholders of the aggregate Company) by (2) the total number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, thatoutstanding on a fully diluted basis. Notwithstanding the foregoing, if all Persons entitled to purchase or receive such stock or securities are required to also purchase other securities of the transaction Company, if Executive exercises the Right pursuant to this Section 10 then Executive will also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The Right may be exercised by Executive at issue any time by written notice to the Company received by the Company within 15 days after receipt by Executive of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right will occur at least 10 days after the Company receives notice of the exercise of the Right and concurrently with the closing of the Issuance. In the event that the consideration received by the Company in connection with an Issuance is an acquisitionproperty other than cash, merger Executive may, at his election, pay the purchase price for such additional shares or other business combination involving a Third Party by NewCo securities in which NewCo issues such property or sells Covered Securities as consideration for solely in cash. In the transactionevent that Executive elects to pay cash, such Covered Securities shall the amount thereof will be deemed to be offered at determined based on the per share purchase price implied from the transaction terms as fair value of the time of entry into consideration received or receivable by the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, Company in connection with the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionIssuance. (b) If NewCo proposes Notwithstanding the foregoing, the Right will not apply to engage (i) issuances of Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock), pro rata to all holders of Common Stock, as a dividend on, subdivision of or other distribution in a transaction involving respect of, the direct Common Stock in accordance with the Company's Certificate of Incorporation or indirect sale (ii) issuances of Common Stock upon conversion of any shares of the Company's Series A Preferred Stock, or (iii) the issuance of Covered Securities described Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock) in Section 8.12(a) above, NewCo will first submit written notice (connection with the “Notice provision by the Investors or their Affiliates of Preemptive Rights”) debt financing to the Purchaser disclosing the terms of the proposed sale Company or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeits Subsidiaries. (c) Any Covered Securities covered by a Notice The provisions of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) 10 will require delivery terminate upon the consummation of a new Notice of Preemptive RightsPublic Offering.

Preemptive Rights. (a) In Until the event that Company is listed on a Permitted Exchange, if the Purchaser Beneficially Owns at least 20% Company shall issue any (i) shares of capital stock, (ii) rights, options or warrants directly or indirectly to purchase shares of its capital stock or (iii) securities convertible directly or indirectly into such capital stock (other than (A) any such equity or any such rights to acquire equity which are issued or issuable and outstanding as of the aggregate number date of shares this Agreement, (B) any stock options or equity issued or issuable in connection with any stock option plan or other compensatory plan approved by the Board of NewCo Common Stock then outstandingDirectors for the benefit of employees, if NewCo engages in any transaction involving the direct officers, directors or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% consultants of the aggregate number Company, or (C) pursuant to a merger, consolidation or acquisition of outstanding shares assets or technology or in connection with any strategic relationship approved by the Board of NewCo Common Stock immediately following Directors), then each Purchaser shall be entitled to participate in such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and issuance on the same terms and conditions, on a Pro Rata Share basis in respect of such Purchaser's Shares, so that following such issuance, each Purchaser, if it has elected to acquire the new securities to be issued, will have (or in the case of the issuance of options, warrants, rights or convertible securities, have the right to acquire) the same percentage of beneficial ownership of the Common Stock of the Company as such Covered Securities are offered, up to an amount Purchaser had by reason of its ownership of Shares (excluding the “Amount”Warrant Shares) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionissuance. (b) If NewCo proposes to engage in The Company shall provide a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice "Preemptive Rights Notice") of Preemptive Rights”) any such issuance to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicableeach Purchaser, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the each Purchaser may elect to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell securities in any such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer issuance by giving written notice to NewCo setting forth the number of Covered Securities that Company together with payment in full within fifteen (15) Business Days following the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation date of the sale described in Preemptive Rights Notice. If, subsequent to the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation date of the sale set forth in the Notice of Preemptive Rights to third parties prior Notice, the Company alters the price or other significant terms and conditions of the offering that a reasonable investor would consider material to the sale decision to purchase such securities, or the Company has not sold such securities within 90 days after the date of Covered Securities the Preemptive Rights Notice, the Company shall provide another Preemptive Rights Notice to each Purchaser with respect to any subsequent issuance and will otherwise comply with the provisions of this Article III to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after extent applicable to such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeissuance. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as The rights set forth in this Article III shall also terminate upon the Notice consummation of Preemptive Rightsa Qualified Public Offering or Qualified Reorganization. For Notwithstanding the avoidance of doubtforegoing, the Company shall not be required to offer or issue any sale shares to the Purchaser under paragraph III(a) above if counsel for the Company reasonably concludes that there is not an available securities law exemption for an offer or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsto the Purchaser.

Preemptive Rights. If at any time during the Cheminor ----------------- Representation Period Schein proposes to issue (awhether for cash, property or services) In 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 event issuance of 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 (or Equity Securities as similar as practicable to those Equity Securities) in the proportion that the Purchaser Beneficially Owns at least 20% of the aggregate number of Schein Common then beneficially owned by Cheminor bears to the total number of Schein Common outstanding immediately prior to such proposed issuance. Schein shall give notice to Cheminor setting forth the identity of the purchaser and the time, which shall not be 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 NewCo capital stock of Schein having the right to vote or generally to participate in a manner similar to Common Stock then outstandingStock, if NewCo engages in the profits and losses of Schein, or any transaction involving options, rights or securities convertible into, or exchangeable or exercisable for, such shares of capital stock. Notwithstanding anything to the direct or indirect sale or contrary herein, in the event a proposed issuance of Covered Securities by NewCo and such sale or issuance would cause is to be made pursuant to an underwritten public offering, the Purchaser to Beneficially Own notice required in this Section 4.6 shall be given not less than 20% 30 days prior to such issuance; the price at which Cheminor may purchase shares pursuant to this Section 4.6 shall be the average of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, closing price therefor for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business 10-day period ending on the day immediately prior to preceding the public disclosure or announcement of date such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser is given; Cheminor's rights to purchase up to shares shall terminate on the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on date which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least is 15 Business Days days after the Notice of Preemptive Rights date such notice is deliveredgiven; and Cheminor shall have no further rights with respect to such issuance, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth notwithstanding any change in the number of Covered Securities that shares issued or other terms thereof, including the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior price, occurring subsequent to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required date such notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timewas given. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.

Preemptive Rights. (a) In Subject to applicable securities laws and regulations, each Purchaser then holding Preferred Stock convertible into 5% or more of the event issued and outstanding shares of Common Stock (both on a fully converted and diluted basis and ignoring for such purposes any restrictions or limitations in the Certificate of Designation), shall have a preemptive right to purchase its Pro Rata Share of all Equity Securities that the Purchaser Beneficially Owns at least 20Company may, from time to time, propose to sell and issue following the Closing, other than the following: (i) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors; (ii) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of immediately after the Closing or which were previously issued subject to this Section 4.14; (iii) any Equity Securities issued in connection with any stock split or stock dividend by the Company; (iv) any Equity Securities issued in connection with a Proposed Debt Financing (as defined below) provided that such Proposed Debt was issued or incurred in compliance with Section 4.15 and such issuance does not exceed (on a fully diluted basis), in the aggregate when taken together with all prior issuances made in connection with this clause (iv), 1% of the aggregate number of issued and outstanding shares of NewCo Common Stock then outstanding; and (v) Any Equity Securities issued in connection with acquisitions, if NewCo engages joint ventures, partnerships or strategic transactions to the applicable selling Persons or counterparties with who the Company or its Subsidiary is consummating such joint venture, partnership or strategic transaction, in any transaction involving the direct or indirect sale or issuance of Covered Securities each case, that is approved by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% a majority of the aggregate number disinterested directors of outstanding shares of NewCo Common Stock immediately following the Company, provided that any such sale or issuance, issuance shall not include a transaction in which the Purchaser will be afforded the opportunity to acquire from NewCo, Company is issuing securities primarily for the same price and on the same terms as such Covered Securities are offered, up purpose of raising capital or to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue entity whose primary business is an acquisition, merger or other business combination involving a Third Party by NewCo investing in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionsecurities. (b) If NewCo the Company proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) aboveissue any Equity Securities, NewCo will first submit it shall give each Purchaser written notice (of its intention, describing the “Notice of Preemptive Rights”) to Equity Securities, the Purchaser disclosing price and the terms and conditions upon which the Company proposes to issue the same. Each Purchaser shall have ten (10) Business Days from the giving of such notice to agree to purchase its Pro Rata Share of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, Equity Securities for the price and upon the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth conditions specified in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer notice by giving written notice to NewCo setting forth the number Company and stating therein the quantity of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Equity Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timebe purchased. (c) Any Covered If not all of the Purchasers elect to purchase their Pro Rata Share of the Equity Securities, then the Company shall promptly notify in writing the Purchasers who do so elect and shall offer such Purchasers the right to acquire such unsubscribed shares on a pro rata basis. Such Purchasers shall have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety (90) days thereafter to sell the Equity Securities covered by in respect of which the Purchaser’s rights were not exercised, at a Notice of Preemptive Rights which are price not purchased by lower and upon general terms and conditions not materially more favorable to the Purchaser purchasers thereof than specified in the Company’s notice to the Purchasers pursuant to Section 8.12(b4.14(c). If the Company has not sold such Equity Securities within ninety (90) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in notice provided pursuant to Section 8.12(b4.14(c); provided that each of , the price and Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the other terms and conditions of such sale are not more favorable to such third parties than as set forth Purchasers in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsmanner provided above.

Preemptive Rights. (a) Savvis hereby grants to each Eligible Investor a right (the "Preemptive Right") to purchase all or any part of its Pro Rata Share of any amount of New Capital Stock that Savvis may, from time to time, propose to sell and issue. (b) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or Savvis proposes to undertake an issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceNew Capital Stock, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities it shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit give each Eligible Investor written notice (the “Notice "Preemptive Right Notice") of Preemptive Rights”) to its intention, describing the Purchaser disclosing type of New Capital Stock, the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type material terms and conditions upon which Savvis proposes to issue the same to any Person. Such Eligible Investor shall have 20 business days after issuance of securities the Preemptive Right Notice to agree to purchase all or any portion of its Pro Rata Share of such amount of New Capital Stock at the price and upon the terms specified in the notice (which terms shall be no less favorable than those offered to any third party purchaser) by giving written notice to Savvis and stating therein the quantity of New Capital Stock to be sold or issued). The Notice purchased. (c) In the event that any shares of Preemptive Rights will include an offer New Capital Stock subject to the Purchaser Preemptive Right are not purchased by an Eligible Investor within the period specified above, Savvis shall have 90 days thereafter to purchase up sell (or enter into an agreement pursuant to which the sale of New Capital Stock that had been subject to the Purchaser’s Amount Preemptive Right shall be closed, if at all, within 45 days from the date of such Covered Securities on said agreement) the New Capital Stock with respect to which the rights of all of the Eligible Investors were not exercised at a price and upon terms and conditions, including pricemanner of payment, not less no more favorable to the Purchaser purchasers thereof than those on which NewCo proposes to specified in the Preemptive Right Notice. In the event Savvis has not sold all offered New Capital Stock within such 90 day period (or sold and issued New Capital Stock in accordance with the foregoing within 45 days from the date of such agreement) Savvis shall not thereafter issue or sell any New Capital Stock, without first offering a portion of such Covered Securities New Capital Stock to the third party or parties. Such offer as set forth Eligible Investors in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described manner provided above in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timethis Section 7. (cd) Any Covered Securities covered by a Notice The provisions of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c7 shall continue in force and effect until the earlier to occur of (i) will require delivery the date on which no shares of a new Notice of Preemptive RightsPreferred Stock are outstanding and (ii) the date on which there are no Eligible Investors.

Preemptive Rights. (a) In Prior to the event that Initial Public Offering, and subject to the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages terms and conditions specified in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuancethis Section 7, the Purchaser will be afforded Company hereby grants to each Management Stockholder a right to participate in future sales by the opportunity to acquire from NewCo, for the same price and on the same terms Company of its Offered Securities (as such Covered Securities are offered, up to an amount (the “Amount”defined below) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionaccordance with this Section 7. (b) If NewCo Except for Excluded Issuances, prior to the Initial Public Offering, each time the Company proposes to engage offer for sale (i) any shares of, or securities convertible into or exercisable for, its Common Stock or any other class of equity to any Person (“Offered Shares”), or (ii) any debt securities, to one or more of the Principal Stockholders and their respective affiliates, partners or subsidiaries (together with the Principal Stockholders, the “Principal Stockholder Group”) (such debt securities, together with the Offered Shares, the “Offered Securities”), the Company shall first make an offering of a pro-rata portion of such Offered Securities to each Management Stockholder in accordance with the following provisions: (i) The Company shall deliver a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive RightsFirst Offer Notice”) to the Purchaser disclosing Management Stockholder stating (A) its bona fide intention to offer such Offered Securities, (B) the number of such Offered Securities to be offered, and (C) the price and terms, if any, upon which it proposes to offer such Offered Securities. (ii) Within 10 business days after receipt of the First Offer Notice, the Management Stockholder may elect to purchase or obtain, at the price and on the terms specified in the First Offer Notice, up to that portion of such Offered Securities (such portion, the proposed sale or issuance transaction “Management Stockholder Offeree Securities”) which equals the proportion that (which notice will set forth all material terms, including price, A) the total number of securities Restricted Shares of Class A Stock, or aggregate principal amountvested and exercisable options to purchase Restricted Shares of Class A Stock with an exercise price less than the Fair Market Value per share of Common Stock, issued and held by the Management Stockholder (as applicable, of immediately prior to the contemplated offer for sale) bears to (B) the total number of shares of Class A Stock outstanding (as of immediately prior to the contemplated offer for sale and the type of securities to be sold or issuedas determined on a fully-diluted basis). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser Management Stockholders shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity entitled to purchase the amount of Covered Management Stockholder Offeree Securities that it would have been entitled to purchase if such issuance had occurred at on the same timeterms and conditions as are applicable to other participants in the issuance of Offered Securities, and shall not, as a condition to participation, be obligated to agree to any terms, conditions or restrictions not applicable to all other purchasers of such Offered Securities. (ciii) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by The Company may, during the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days 90-day period following the expiration of the 15 Business Day period provided in Section 7(b)(ii) hereof, offer the remaining unsubscribed portion of the Management Stockholder Offeree Securities to the Principal Stockholders Group at a price not less than that, and upon terms no more favorable to the Principal Stockholders Group than those, specified in the First Offer Notice. (iv) Notwithstanding the foregoing, the Company may issue and sell Offered Securities to the Principal Stockholders Group without first complying with the terms of Section 8.12(b7(b); provided that each of within ten business days following such sale the price and the other terms and conditions purchasers of such sale are not more Offered Securities shall offer to sell the portion of such securities that would have constituted “Management Stockholder Offeree Securities” had the Company complied with Section 7(b) to each Management Stockholder on terms no less favorable to such third parties the Management Stockholder than as those applicable to the Principal Stockholders Group, using a process substantially similar to that set forth in the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights7(b).

Preemptive Rights. (ai) In Neither the event that Company or the Purchaser Beneficially Owns Partnership ("Issuer") will issue or sell or otherwise transfer any "equity securities" (including any options, warrants, securities convertible, exchangeable or exercisable into equity or any other securities containing equity features) (an "Issuance") unless, at least 20% 30 days and not more than 60 days prior to such Issuance, Issuer notifies each holder of Securities, in writing of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving Issuance (including the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuanceprice, the Purchaser will be afforded purchaser(s) thereof and other terms thereof) and grants to each holder of Securities in such Issuer, the opportunity right (the "Right") to acquire from NewCo, subscribe for and purchase such additional stock or other Securities so issued at the same price and on the same terms as to be issued in the Issuance such Covered Securities are offeredthat, up after giving effect to an amount (the “Amount”) necessary to enable the Purchaser to own 20% Issuance and exercise of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainableRight, the per share purchase price shares owned by such holder shall be deemed to be represent the trading price same percentage of the NewCo Common Stock at the close of the business total voting and economic interests (on the day immediately a fully diluted basis) in such Issuers as was owned by such holder prior to the public disclosure Issuance, or announcement such lesser amount designated by such holder. The Right may be exercised by such holder or its nominee at any time by written notice by such holder to Issuer received within 30 days after receipt of notice by such transactionholder from Issuer of the Issuance. The closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 10 days after Issuer receives notice of the exercise of the Right and concurrently with the closing of the Issuance. (bii) If NewCo proposes Notwithstanding the foregoing, the Right shall not apply to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a(A) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number issuances of securities or aggregate principal amountpro rata to all holders of Securities, as applicablea dividend on, subdivision of, or other distribution in respect of, Securities, (B) options and the type sales of securities to management in the ordinary course of business as approved by the Board (including under the Executive Agreements) and (C) any warrants required to be sold or issued). The Notice issued in connection with senior subordinated debt financing being provided by CIBC Wood Gundy Securities Corp. and First Union Corporation in connection with the transactions contemplated by the Securities Purchase and Redemption Agreement. (iii) If all of Preemptive Rights will include an offer the Issuance offered to the Purchaser to purchase up to the Purchaser’s Amount holders of securities of such Covered Securities on Issuer are not fully subscribed by such holders, the shares that are not so subscribed for will be reoffered to such holders purchasing their full allotment upon the terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days this Section except that such holders must exercise their purchase rights within five (5) days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation receipt of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timereoffer. (civ) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following Upon the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of offering periods described above, Issuer will be free to sell such Issuance during the price and the other one hundred twenty (120) days following such expiration on terms and conditions of such sale are not no more favorable to the purchaser(s) thereof than those offered to such third parties than as set forth holders. Any shares of such Issuance not sold after such one hundred twenty (120) days period must be reoffered to the holders of securities of such Issuer pursuant to the terms of this Section. (v) If any holder of securities in such Issuer determines that it may have a regulatory problem if issued securities of the class in the Notice proposed Issuance, the Issuer shall, upon written request of Preemptive Rights. For such holder, take all such commercially reasonable actions requested by such holder to allow such holder to purchase securities which are identical to the avoidance securities of doubtthe proposed Issuance, except that such securities shall be non-voting and shall be convertible into securities issued in the Issuance on such terms as are requested by such holder in light of regulatory considerations then prevailing. (vi) Except for Issuances subject to subparagraph (i) above or excluded from subparagraph (i) pursuant to subparagraph (ii), neither the Company of the Partnership will authorize or issue any sale equity securities including any stock appreciation rights or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of phantom stock rights (each right to be considered on a new Notice of Preemptive Rightsper share basis).

Preemptive Rights. (a) In If the event that Company authorizes the Purchaser Beneficially Owns at least 20% issuance or sale of any Indebtedness or Equity Securities (in each case, a "NEW ISSUANCE"), the Company shall first offer to sell to each Securityholder by delivery of written notice a portion of such New Issuance equal to the quotient (1) the numerator of which is the number of Company Shares held by such Securityholder and (2) the denominator of which is the aggregate number of shares of NewCo Common Stock Company Shares then outstanding, if NewCo engages calculated on a fully-diluted basis. Each Securityholder shall be entitled to purchase securities being sold in any transaction involving such New Issuance at the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same most favorable price and on the same most favorable terms as such Covered Securities securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed sold to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transactionany other Person. (b) If NewCo proposes In order to engage in exercise its purchase rights hereunder, a transaction involving the direct or indirect sale or issuance Securityholder must, within 30 days after receipt of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (from the “Notice of Preemptive Rights”) to the Purchaser disclosing Company describing in reasonable detail the terms of the proposed sale or issuance transaction (which New Issuance and such Securityholder's percentage allotment, deliver a written notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser Company describing its election to purchase up all or any portion of the securities offered to it hereunder. If all of the securities offered to the Purchaser’s Amount Securityholders in the New Issuance are not fully subscribed for by the Securityholders, the portion of such Covered Securities on terms and conditionsthe New Issuance which has been offered to, including pricebut not subscribed for, not less favorable by the Securityholders shall be reoffered to the Purchaser than those on which NewCo proposes Securityholders who have subscribed to sell such Covered Securities to purchase their full allotment of the third party or parties. Such offer as New Issuance upon the terms set forth in the Notice this paragraph, except that such Securityholders must exercise their purchase rights within five days after receipt of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timereoffer. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following Upon the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of offering periods described above, the price and Company shall be entitled to sell all securities which Securityholders have not elected to purchase during the other 90 days following such expiration on terms and conditions of such sale are not no more favorable to the purchasers thereof than those offered to the Securityholders. No securities may be -12- offered or sold by the Company after such third parties than as set forth in 90-day period unless they have first been reoffered to the Notice Securityholders pursuant to the terms of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsSECTION 10.2.

Preemptive Rights. Xxxxxxx shall be entitled to participate in all future issuances by PLC of PLC Common Shares (aor rights to acquire PLC Common Shares or securities convertible into, or exchangeable for, or carrying the right to purchase 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 issuance. PLC will provide Xxxxxxx with at least 20 days advance written notice of any such proposed issuance (a "Proposed Issuance"), which notice shall contain all relevant information pertaining thereto (including, without limitation, if then known, the identity of the proposed beneficial and record owners of the PLC Common Shares to be issued and sold by PLC and the issue price per security, or proposed range of issue prices per security) and an offer to 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 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 that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance Proposed Issuance change, PLC will provide Xxxxxxx with a new 20-day advance notice period prior to consummating the transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and contemplated by the type of securities to be sold or issued)Proposed Issuance. The Notice of Preemptive Rights will include an offer These preemptive rights shall not apply to the Purchaser to purchase up following sales or issuances: (a) pursuant to the Purchaser’s Amount exercise, conversion or exchange of such Covered Securities on terms and conditionssecurities, including priceexercisable, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party convertible or parties. Such offer exchangeable into PLC Common Shares that are outstanding as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in date hereof; (b) the Notice issuance of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation PLC Common Shares as a stock dividend to holders of the sale set forth in the Notice PLC Common Shares or upon any subdivision or combination of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. PLC Common Shares; (c) Any Covered Securities covered by the issuance of PLC Common Shares in a Notice of Preemptive Rights which are not purchased by the Purchaser Public Offering; (d) pursuant to Section 8.12(b) may be sold by NewCo an employee stock option plan, stock purchase plan or similar benefit program, or sales or issuances to a third party directors, employees or parties at consultants which sales or issuances do not exceed, in any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubtfive-year period, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rights.20%,

Preemptive Rights. If at any time the Company grants, issues or sells any Common Stock, Options or any other Convertible Securities (aother than a Permitted Issuance) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in to any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount Person (the “AmountPurchase Rights”) necessary to enable then the Purchaser to own 20% Investors who are members of the aggregate number Sponsor Group owning no less than fifty percent (50%) of outstanding shares the Conversion Stock issued or issuable upon conversion of NewCo Common the Preferred Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time Second Closing Date (or the First Closing Date if the Second Closing Date has yet to occur) (assuming, notwithstanding anything to the contrary contained in Section 8(a) of entry into the agreement Series B Statement, each share of the Preferred Stock is convertible on the Second Closing Date or the First Closing Date, as the case may be) (whether or not such Conversion Stock has been issued or is held through Preferred Stock or as a combination thereof and including for these purposes the benefit to the Investor of any accrual on an Preferred Stock before the Second Closing Date but disregarding for these purposes any accrual on any Preferred Stock after the Second Closing Date) shall be entitled to acquire, upon the terms applicable to such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainablePurchase Rights, the per aggregate Purchase Rights which shall result in such holder retaining the same proportionate share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business Company on the day immediately a fully-diluted as-converted basis as prior to the public disclosure grant, issuance or announcement sale (assuming for this calculation that Shareholder Approval has been obtained and all shares of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issuedPreferred Stock are convertible into Conversion Stock). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount Company shall provide written notice of such Covered Securities on terms and conditionsgrant, including priceissuance or sale of Purchase Rights to each Investor, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after days before such Investor shall be required to indicate its intent to exercise its preemptive rights. Only in the Notice case of Preemptive Rights is delivered, prior underwritten public offerings (i) shall there be deemed notice to the expiration of which period Investor if the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation topic of the sale described issuance triggering the preemptive right is specifically discussed at a Board meeting where an Investor Director is present for such discussion, and otherwise such notice must be written, and (ii) once the notice provided in (i) is given with respect to the Notice possibility of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation an underwritten public offering, any further communication to Investor regarding the “book build” for the public offering can be oral and given at the time of the sale set forth in “book build,” whenever it may occur. Any notice with respect to this Section 3.3 shall not constitute notice for the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to purpose Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights3.1. For the avoidance of doubt, any sale or issuance the preemptive rights of Covered Securities other than in compliance with this Section 8.12(c) will require delivery 3.3 are separate and distinct from the right of a new Notice first offer in Section 3.1 and each Investor retains its preemptive rights even if the right of Preemptive Rightsfirst offer is not elected.

Preemptive Rights. (a) In Subject to Section 7.9(g) below, from and after the event Closing, each Purchaser shall have the right (or may appoint an Affiliate to exercise such right) to exercise the preemptive rights set forth in this Section 7.9 (such Purchaser or any such Affiliate thereof who exercises such right, an “Exercising Party”). If the Company, at any time following the Closing, intends to consummate a public or non-public offering of Equity Securities (any such security, a “New Security”) (other than (i) pursuant to the granting or exercise of compensatory stock options or other equity-based awards pursuant to the Company’s stock incentive plans in the ordinary course of equity compensation awards and any other compensatory stock options or equity-based awards that may be considered an “inducement grant” pursuant to NASDAQ Marketplace Rule 5635(c)(4), (ii) issuances for the Purchaser Beneficially Owns at least 20% purposes of the aggregate number consideration in acquisition transactions, (iii) issuances of shares of NewCo Common Stock then outstandingissued upon conversion of, if NewCo engages in or as a dividend on, any transaction involving the direct convertible or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% exchangeable securities of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale Company issued either (A) pursuant to the transactions contemplated hereby or issuance(B) prior to the date hereof and (iv) distributions or issuances pursuant to any rights plan adopted by the Company), the Purchaser will Exercising Party shall be afforded the opportunity to acquire from NewCo, the Company a portion of such New Securities (the “Purchaser New Securities”) for the same price (net of any underwriting discounts or sales commissions) and on the same terms as such Covered New Securities are offeredsold to others, up to an the amount (specified in the “Amount”) necessary following sentence. The amount of Purchaser New Securities that the Exercising Party shall be entitled to enable the Purchaser to own 20% of purchase in the aggregate shall be determined by multiplying (x) the total number of outstanding such offered shares of NewCo New Securities by (y) a fraction, the numerator of which is the number of shares of Common Stock immediately following held by such sale Purchaser on a fully-diluted basis (assuming conversion, exercise or issuance; provided, that, if the transaction at issue is an acquisition, merger exchange of all “in-the-money” securities or other business combination involving a Third Party by NewCo in which NewCo issues “in-the-money” interests convertible into, exercisable for or sells Covered Securities as consideration exchangeable for shares of Common Stock) from either Purchased Shares or the transactionUnderlying Shares, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicabledate, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration denominator of which period the Purchaser may accept such offer by written notice to NewCo setting forth is the number of Covered Securities that the Purchaser intends to purchase. The consummation shares of Common Stock then outstanding on a fully-diluted basis (assuming conversion, exercise or exchange of all “in-the-money” securities or other “in-the-money” interests convertible into, exercisable for or exchangeable for shares of Common Stock), as of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation of the sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of date (such fraction, a “Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same time. (c) Any Covered Securities covered by a Notice of Preemptive Rights which are not purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(bFraction”); provided that each of the price and the other terms and conditions of such sale are not more favorable to such third parties than as set forth in the Notice of Preemptive Rights. For the avoidance of doubt, for purposes of calculating any Purchaser’s Preemptive Rights Fraction, the calculation of the number of shares of Common Stock on a fully-diluted basis shall disregard any such convertible, exercisable or exchangeable securities or such other interests that are “out-of-the-money.” (b) In the event the Company proposes to offer New Securities, it shall deliver written notice thereof to each Purchaser (the “Offer Notice”), which Offer Notice shall also describe the price, anticipated amount of New Securities to be sold, the anticipated timing of such sale and the other material terms upon which the Company proposes to offer same (including, in the case of a registered public offering, to the extent possible, a copy of the prospectus included in the registration statement filed with respect to such offering) no later than ten (10) Business Days, as the case may be, after the initial filing of a registration statement with the SEC with respect to an underwritten public offering, after the commencement of marketing with respect to a Rule 144A offering or issuance after the Company determines to pursue any other offering. The Exercising Party shall have ten (10) Business Days from the date of Covered receipt of such notice to notify the Company in writing that it intends to exercise such preemptive rights and as to the amount of New Securities the Exercising Party desires to purchase, up to the maximum amount of Purchaser New Securities calculated pursuant to Section 7.9(a) above (such notice, the “Exercise Notice”). An Exercise Notice shall constitute a binding agreement of the Exercising Party to purchase the amount of Purchaser New Securities so specified at the price and other than terms set forth in compliance with the Company’s Offer Notice. The failure of the Exercising Party to respond within such ten (10) Business Day period shall be deemed a waiver of the Exercising Party’s rights under this Section 8.12(c7.9 only with respect to the offering described in the applicable Offer Notice. (c) will require delivery If the Exercising Party exercises its preemptive rights provided in this Section 7.9, the closing of the purchase of the Purchaser New Securities with respect to which such right has been exercised shall take place simultaneously with the closing of the sale of the New Securities to the other purchasers thereof (or, if such purchasers close on different dates, simultaneously with the earliest of such closing date); provided, that the closing may be extended for a new maximum of ninety (90) days in order to comply with applicable Laws (including receipt of any applicable regulatory or stockholder approvals). Each of the Company and the Exercising Party agrees to use its commercially reasonable efforts to secure any regulatory or stockholder approvals or other consents, and to comply with any Law necessary in connection with the offer, sale and purchase of such Purchaser New Securities. (d) In the event the Exercising Party fails to exercise its preemptive rights as provided in this Section 7.9 within said ten (10) Business Day period or, if so exercised, the Exercising Party is unable to consummate such purchase within the time period specified in Section 7.9(c) above because of the failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled, during the period of ninety (90) days following the conclusion of the applicable period, to enter into an agreement (pursuant to which the sale of the New Securities covered thereby shall be consummated, if at all, within sixty (60) days from the date of said agreement) to sell the New Securities not elected to be purchased pursuant to this Section 7.9 or which the Exercising Party is unable to purchase because of such failure to obtain any such consent or approval (such New Securities, “Remaining New Securities”), at a price and upon terms no more favorable to the purchasers of such Remaining New Securities than were specified in the Company’s original Offer Notice therefor. Notwithstanding the foregoing, if such sale of Preemptive RightsRemaining New Securities is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed one hundred fifty (150) days from the date of the applicable agreement with respect to such sale. In the event the Company has not sold the Remaining New Securities or entered into an agreement to sell the Remaining New Securities within said ninety (90)-day period (or sold and issued Remaining New Securities in accordance with the foregoing within sixty (60) days from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed one hundred fifty (150) days from the date of said agreement)), the Company shall not thereafter offer, issue or sell such Remaining New Securities without first offering such securities once again in the manner provided in Section 7.1(a) and (b) above. (e) The Company and each applicable Purchaser shall cooperate in good faith to facilitate the exercise of the applicable Exercising Party’s preemptive rights hereunder, including securing any required approvals or consents. (f) To the extent the procedure described in Section 7.9(a) through (e) does not result in the purchase of all Remaining New Securities, if any, such procedure shall be repeated for the benefit of any Exercising Party who has successfully consummated the purchase of its Purchaser New Securities as offered under the original Offer Notice until there are no Remaining New Securities. (g) The preemptive rights under this Section 7.9 shall be terminated and not exercisable (i) by any Mistral Purchaser following any Mistral Purchaser Sale that results in the Mistral Purchasers’ aggregate beneficial ownership of shares of Common Stock to be less than twenty-five percent (25%) of its Closing Amount (as adjusted for any reorganization, recapitalization, reclassification, stock dividend stock split, reverse stock split or other like changes in the Company’s capital structure) and (ii) by the Serruya Purchaser following any Serruya Purchaser Sale that results in the Serruya Purchaser’s beneficial ownership of shares of Common Stock to be less than twenty-five percent (25%) of its Closing Amount (as adjusted for any reorganization, recapitalization, reclassification, stock dividend stock split, reverse stock split or other like changes in the Company’s capital structure).

Preemptive Rights. (a) In The Company hereby grants to the event New Investor a preemptive right to purchase its pro rata share of all or any part of any New Securities (as defined below) which the Company may, from time to time, propose to sell and issue. The New Investor's pro rata share, for purposes of this preemptive right, is the ratio that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Stock held by the New Investor on a Fully-Diluted Basis bears to the total number of shares of Common Stock of the Company on a Fully-Diluted Basis then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance, the Purchaser will be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer Except as set forth in the Notice next succeeding sentence, "New Securities" shall mean any shares of Preemptive Rights will remain open capital stock of the Company, including Common Stock, whether now authorized or not, and rights, options or warrants to purchase said shares of capital stock, and securities of any type whatsoever that are, or may become, convertible into said shares of capital stock. Notwithstanding the foregoing, "New Securities" does not include (i) securities offered to the public generally pursuant to a registration statement filed with the Commission and declared effective under the Securities Act, (ii) securities issued in the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or in a transaction governed by Rule 145 under the Exchange Act, (iii) options exercisable for Common Stock issued to employees or consultants of the Company outstanding as of the date of this Agreement or options issued to employees pursuant to a period stock option plan adopted by the Board of at least 15 Business Days Directors and approved by the New Investor after the Notice date hereof, (iv) shares of Preemptive Rights is deliveredCommon Stock issued on conversion of outstanding Class B Preferred Stock, prior to the expiration Class C Preferred Stock, Series D Preferred Stock or Series M Preferred Stock, (v) shares of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number Common Stock issued upon exercise of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser shall be conditioned on the simultaneous or prior consummation warrants (A) outstanding as of the sale described date of this Agreement or (B) issued in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to connection with the sale of Covered Securities Series M Preferred Stock under the Purchase Agreement, (vi) stock issued pursuant to any rights or agreements, including without limitation convertible securities, options and warrants, provided that the preemptive rights established by this Section 2.5 shall apply with respect to the Purchaser hereunder as long as NewCo has provided Purchaser initial sale or grant by the required notice hereunder and Company of interests in its capital stock pursuant to such rights or agreements, or (vii) stock issued in connection with any stock split, stock dividend or recapitalization by the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeCompany. (c) Any Covered In the event the Company proposes to undertake an issuance of New Securities, it shall give the New Investor written notice of its intention, describing the type of New Securities, and the price and terms upon which the Company proposes to issue the same. The New Investor shall have thirty days from the date of receipt of any such notice to agree to purchase up to its respective pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (d) If the New Investor fails to exercise such preemptive right within said thirty-day period, the Company shall have ninety days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered by a Notice thereby shall be closed, if at all, within sixty days from the date of Preemptive Rights which are said agreement) to sell the New Securities not elected to be purchased by the Purchaser pursuant to Section 8.12(b) may be sold by NewCo to New Investor at a third party or parties at any time within 180 days following the expiration of the 15 Business Day period specified in Section 8.12(b); provided that each of the price and the other upon terms and conditions of such sale are not no more favorable to the purchasers of such third parties securities than as set forth specified in the Notice Company's notice to the New Investor. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said ninety-day period (or sold and issued New Securities in accordance with the foregoing within sixty days from the date of Preemptive Rights. For said agreement), the avoidance Company shall not thereafter issue or sell any of doubt, any sale or issuance of Covered such New Securities other than without first offering such securities to the New Investor in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsthe manner provided above.

Preemptive Rights. (a) For as long as the OEP Stockholders or the Swarth Stockholder has (or would have, but for the lack of CFIUS Approval, in the case of the Swarth Stockholder) a right to designate at least two (2) Investor Designees under ‎Section 2.01(a)(ii) or ‎Section 2.01(a)(iii), as applicable, the OEP Stockholders and the Swarth Stockholder, respectively, shall have the right to purchase, in accordance with the procedures set forth herein, its pro rata portion, calculated based on the percentage of the total issued and outstanding voting Shares owned by the OEP Stockholders or the Swarth Stockholder, respectively, immediately prior to issuance of the New Shares (“Pro Rata Portion”) of any New Shares that the Company may, from time to time, propose to sell and issue (hereinafter referred to as the “Preemptive Right”). (b) In the event that the Purchaser Beneficially Owns at least 20% of the aggregate number of shares of NewCo Common Stock then outstanding, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities by NewCo Company proposes to issue and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuancesell New Shares, the Purchaser will Company shall notify the OEP Stockholders and the Swarth Stockholder in writing with respect to the proposed New Shares to be afforded the opportunity to acquire from NewCo, for the same price and on the same terms as such Covered Securities are offered, up to an amount issued (the “AmountNew Shares Notice”) necessary to enable the Purchaser to own 20% of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities shall be deemed to be offered at the per share purchase price implied from the transaction terms as of the time of entry into the agreement for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainable, the per share purchase price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business on the day immediately prior to the public disclosure or announcement of such transaction. (b) If NewCo proposes to engage in a transaction involving the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, and the type of securities to be sold or issued). The Each New Shares Notice of Preemptive Rights will include an offer to the Purchaser to purchase up to the Purchaser’s Amount of such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as shall set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth forth: (i) the number of Covered Securities that New Shares proposed to be issued by the Purchaser intends to purchase. The consummation Company and the purchase price therefor; (ii) each OEP Stockholder’s and the Swarth Stockholder’s Pro Rata Portion of such purchase by New Shares; and (iii) any other material term (including, if known, the Purchaser shall be conditioned on the simultaneous or prior expected date of consummation of the purchase and sale described in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timeNew Shares). (c) Any Covered Securities covered The OEP Stockholders and the Swarth Stockholder shall be entitled to exercise their right to purchase New Shares by a delivering an irrevocable written notice to the Company within twenty (20) days from the date of receipt of any such New Shares Notice specifying the number of New Shares to be subscribed, which in any event can be no greater than each OEP Stockholder’s or Swarth Stockholder’s Pro Rata Portion of such New Shares at the price and on the terms and conditions specified in the New Shares Notice. (d) If any OEP Stockholder or Swarth Stockholder does not elect within the applicable notice period described above to exercise its Preemptive Rights which are not purchased by with respect to any of the Purchaser pursuant New Shares proposed to Section 8.12(b) may be sold by NewCo to a third party or parties at any time within 180 the Company, the Company shall have one hundred twenty (120) days following the after expiration of such notice period to sell such unsubscribed New Shares proposed to be sold by the 15 Business Day period specified in Section 8.12(b); provided that each of the Company, at a price and the other on terms and conditions of such sale are not no more favorable to such third parties the purchaser than as those set forth in the New Shares Notice. If the Company does not consummate the sale of the unsubscribed New Shares in accordance with the terms of the New Shares Notice within such one hundred twenty (120)-day period, then the Company may not issue or sell such New Shares unless it sends a second New Shares Notice and once again complies with the provisions of this ‎Section 6.01 with respect to such New Shares. A failure by any OEP Stockholder or Swarth Stockholder to exercise its Preemptive Rights. For Rights with respect to any of the avoidance New Shares shall not waive such Stockholder’s Preemptive Rights with respect to future issuances of doubtthe New Shares. (e) Each OEP Stockholder and the Swarth Stockholder, shall take up and pay for any sale or New Shares that such Stockholder has elected to purchase pursuant to the Preemptive Right upon closing of the issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive Rightsthe New Shares, and shall have no right to acquire such New Shares if the issuance thereof is not consummated.

Preemptive Rights. If a Member intends to Transfer all or any part of its Ownership Interest, or an Affiliate of a Member intends to Transfer Control of such Member (a) In “Transferring Entity”), such Member shall promptly notify the event that other Member of such intentions. The notice shall state the Purchaser Beneficially Owns at least 20% price and all other pertinent terms and conditions of the aggregate number of shares of NewCo Common Stock then outstandingintended Transfer, if NewCo engages in any transaction involving the direct or indirect sale or issuance of Covered Securities and shall be accompanied by NewCo and such sale or issuance would cause the Purchaser to Beneficially Own less than 20% a copy of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale offer or issuancethe contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the Purchaser will be afforded notice shall describe such consideration and its monetary equivalent (based upon the opportunity fair market value of the nonmonetary consideration and stated in terms of cash or currency). The other Member shall have sixty (60) days from the date such notice is delivered to notify the Transferring Entity (and the Member if its Affiliate is the Transferring Entity) whether it elects to acquire from NewCo, for the offered interest at the same price (or its monetary equivalent in cash or currency) and on the same terms and conditions as such Covered Securities are offeredstated in the notice. If the non-Transferring Entity Member elects to acquire the offered interest, up to an amount (the “Amount”) necessary to enable the Purchaser to own 20% its acquisition of the aggregate number of outstanding shares of NewCo Common Stock immediately following such sale or issuance; provided, that, if the transaction at issue is an acquisition, merger or other business combination involving a Third Party by NewCo in which NewCo issues or sells Covered Securities as consideration for the transaction, such Covered Securities offered interest shall be deemed consummated promptly. (a) If the non-Transferring Entity Member fails to be offered at so elect within the per share purchase price implied from the transaction terms as of the time of entry into the agreement period provided for such transaction; provided, further, that, if such per share purchase price is not reasonably ascertainableabove, the per share purchase Transferring Entity shall have ninety (90) days following the expiration of such period to consummate the Transfer to a third party at a price shall be deemed to be the trading price of the NewCo Common Stock at the close of the business and on the day immediately prior terms no less favorable to the public disclosure or announcement of such transactionTransferring Entity than those offered by the Transferring Entity to the non-Transferring Entity Member in the aforementioned notice. (b) If NewCo proposes the Transferring Entity fails to engage in consummate the Transfer to a transaction involving third party within the direct or indirect sale or issuance of Covered Securities described in Section 8.12(a) period stated above, NewCo will first submit written notice (the “Notice of Preemptive Rights”) to the Purchaser disclosing the terms preemptive right of the proposed sale or issuance transaction (which notice will set forth all material terms, including price, number of securities or aggregate principal amount, as applicable, non-Transferring Entity Member and the type correlative obligation of securities the Transferring Entity in respect of such offered interest shall be deemed to be sold or issued)revived. The Notice of Preemptive Rights will include an offer Any subsequent proposal to the Purchaser to purchase up to the Purchaser’s Amount of Transfer such Covered Securities on terms and conditions, including price, not less favorable to the Purchaser than those on which NewCo proposes to sell such Covered Securities to the third party or parties. Such offer as set forth in the Notice of Preemptive Rights will remain open for a period of at least 15 Business Days after the Notice of Preemptive Rights is delivered, prior to the expiration of which period the Purchaser may accept such offer by written notice to NewCo setting forth the number of Covered Securities that the Purchaser intends to purchase. The consummation of such purchase by the Purchaser interest shall be conditioned on the simultaneous or prior consummation conducted in accordance with all of the sale described procedures stated in the Notice of Preemptive Rights. Nothing herein shall prohibit NewCo’s consummation of the sale set forth in the Notice of Preemptive Rights to third parties prior to the sale of Covered Securities to the Purchaser hereunder as long as NewCo has provided Purchaser the required notice hereunder and the Purchaser is simultaneously with or promptly after such consummation provided the opportunity to purchase the amount of Covered Securities that it would have been entitled to purchase if such issuance had occurred at the same timethis Section. (c) Any Covered Securities covered If a Member’s Affiliate intends to Transfer Control of that Member, the Members acknowledge that the preemptive right provided for herein shall apply only to the Transferring Entity’s Ownership Interest and not to ownership or control of the Transferring Entity itself. In such an event, the Ownership Interest of the Transferring Entity shall be offered to the other Member at its then current fair market value. The Transferring Entity shall provide its determination as to the fair market value of its Ownership Interest in the notice to the other Member(s) referred to in this Section 3.6.3. If the other Member disagrees with the Transferring Entity’s calculation of the fair market value of its Ownership Interest, then the fair market value will be determined by a Notice of Preemptive Rights which are not purchased qualified independent appraiser designated by the Purchaser pursuant other Member. If the Transferring Entity conveys notice of objection to Section 8.12(bthe person so appointed within five (5) may days after receiving notice thereof, then an independent and qualified appraiser shall be sold appointed by NewCo to a third party or parties at any time within 180 days following the expiration joint action of the 15 Business Day period specified in Section 8.12(b)appraiser appointed by the other Member and a qualified independent appraiser appointed by the Transferring Entity; provided provided, however, that each if the Transferring Entity fails to designate a qualified independent appraiser for such purpose within five (5) days after giving notice of such objection, then the person originally designated by the other Member shall serve as the appraiser. The appraiser shall make a determination as to the fair market value of the price Transferring Entity’s Ownership Interest not later than thirty (30) days after the effective date of his or her appointment. The fees and expenses of the other terms and conditions of such sale are not more favorable to such third parties than as set forth in appraiser shall be split equally between the Notice of Preemptive Rights. For the avoidance of doubt, any sale or issuance of Covered Securities other than in compliance with this Section 8.12(c) will require delivery of a new Notice of Preemptive RightsMembers.