Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. Except to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.

Preemptive Rights. Except From time to time after the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsdate hereof, the Company hereby grants each Investor may issue additional shares of its capital stock (including Common Stock) or warrants or options exercisable, or securities convertible, into such capital stock (collectively, “Additional Stock”). Subject to the rightlast Section of this Section 6, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities if the Company proposes to sell or issue for cash Additional Stock to any Person, Holder shall have the right from time to time in excess and after the date hereof and until the expiration of the Preemptive Rights ThresholdExercise Period, to purchase up to such number of shares of the Additional Stock that bears the same ratio to the total number of shares of such Additional Stock as the number of shares of Common Stock then owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon the same price and terms of the Additional Stock proposed to be issued. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor Holder at least ten twenty (1020) days prior to the date issuance of such Additional Stock specifying in reasonable detail the reason for the proposed issuance, the terms thereof and the identity of the proposed issuance or sale (orpurchaser, if such notice period is not reasonably possible under any. If Holder intends to purchase a portion of the circumstancesAdditional Stock, such prior Holder shall (within fifteen (15) days following such written notice as is reasonably possiblefrom the Company) in excess deliver written notice of such intention to the Company. The failure of Holder to give such a notice within such time period of its intention to purchase Additional Stock shall be deemed to be a waiver of Holder’s right to purchase such Additional Stock. The closing of the Preemptive Rights Thresholdpurchase of such Additional Stock shall be held at such time and place as the Company shall determine, but in any event not later than fifteen (15) days following the last date in which Holder shall have given notice of its intention to exercise its rights under this Section 6. Such notice Notwithstanding the foregoing, Holder shall set forth not have any such right to purchase Additional Stock if such Additional Stock is to be issued (i) to employees, officers or directors of the Company to the extent known) approved by the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other PersonBoard, (ii) as payment of all or any sale part of the purchase price or issuance merger consideration of such New Securities to any other Person must be on terms no less favorable to business or assets thereof acquired by the Company than those set forth in the notice delivered to the Investors and or any of its Subsidiaries, (iii) to any lender in connection with the sale incurrence of Indebtedness by the Company or issuance must close no more than ninety any of its Subsidiaries, or (90iv) days after upon the proposed date included exercise of any option or other right described in the noticeany of clauses (i) through (iii).

Preemptive Rights. Except The Company shall, prior to the extent sale of any equity securities, other than as one or more of the BoardExcluded Issuances, as a matter of applicable mandatory Law, is unable offer to offer Preemptive Rights to each Major Unitholder (except for Series A-2 Preferred Unitholders) by written notice (the Investors, the Company hereby grants each Investor “Initial Offer”) the right, subject to applicable Lawfor a period of fifteen (15) days (the “Initial Offer Period”), to purchase its Pro Rata Portion at an amount equal to the price for which such securities are to be issued, any or all of any New Securities that number of such securities as shall be equal to the Company proposes to sell or issue aggregate offered securities multiplied by a fraction, the numerator of which is the number of units then owned by such Major Unitholder (except for cash from time to time in excess Series A-2 Preferred Unitholders) and the denominator of which is the Preemptive Rights Thresholdaggregate number of Units then outstanding determined on a fully-diluted basis. The Company Initial Offer shall give written notice of a proposed issuance or sale described in describe the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares 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 soldany lesser number, by written notice thereof given by it to the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days Company prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion expiration of the Initial Offer Period, in which event the Company shall sell and each such Major Unitholder (except for Series A-2 Preferred Unitholders) shall purchase, upon the specified terms, that number of New Securities securities agreed to be purchased by the Major Unitholder (except for Series A-2 Preferred Unitholders), at such time that the purchase or issuance price and upon Company sells the terms and conditions set forth securities described in the notice. Each Investor may transfer its rights Initial Offer to make such purchase to any of its Permitted Transfereesa third party. The Company shall be free at any time prior to complete One Hundred and Twenty (120) days after the proposed issuance or sale date of New Securities; provided that (i) the Company sells or issues Initial Offer, to each Investor (or its Permitted Transferees) sell to any New Securities it elected to purchase pursuant to its response to third party the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance remainder of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be securities at a price and on payment terms no less favorable to the Company than those set forth specified in the notice delivered Initial Offer. However, if such third party sale is not consummated within such One Hundred and Twenty (120) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this Section 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 Sale of the Investors and (iii) the sale Company or issuance must close no more than ninety (90) days after the proposed date included in the noticean IPO.

Preemptive Rights. Except to In the extent the Board, as absence of and until a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such noticeQualified IPO, each Investor holder of Preferred Stock shall have the right to elect of first refusal to purchase all or subscribe for part of its Pro Rata Portion pro rata share (equal to its percentage ownership of the number Company on a fully diluted basis) of New Securities at Preferred Stock (as defined below) that the purchase or issuance price Company may, from time to time, propose to sell and upon 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. Each Investor may transfer its rights Notice of Issuance by giving written notice to make such purchase the Company stating the quantity of New Securities to any of its Permitted Transfereesbe so purchased. The Company shall be free have the right during the period expiring 150 days after the giving of the Notice of Issuance to complete the proposed issuance sell any or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance 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 Company has not sold such New Securities within such 150 day period, the Company shall not thereafter issue or sell any other Person, (ii) any sale or issuance of New Securities without first offering such New Securities to any other Person must be on terms no less favorable to the Company than those set forth holders of Preferred Stock in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included manner provided in the noticethis Section 11.9.

Preemptive Rights. Except If at any time the Company grants, issues or sells any Common Stock, Options or any other Convertible Securities (other than a Permitted Issuance) to any Person (the “Purchase Rights”) then the Investors who are members of the Sponsor Group owning no less than fifty percent (50%) of the Conversion Stock issued or issuable upon conversion of the Preferred Stock as of the Second Closing Date (or the First Closing Date if the Second Closing Date has yet to occur) (assuming, notwithstanding anything to the extent contrary contained in Section 8(a) of the BoardSeries 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 matter of applicable mandatory Law, is unable to offer Preemptive Rights combination thereof and including for these purposes the benefit to the InvestorsInvestor 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 Purchase Rights, the Company hereby grants each Investor aggregate Purchase Rights which shall result in such holder retaining the right, subject to applicable Law, to purchase its Pro Rata Portion same proportionate share of any New Securities the Common Stock of the Company proposes on a fully-diluted as-converted basis as prior to sell the grant, issuance or issue sale (assuming for cash from time to time in excess this calculation that Shareholder Approval has been obtained and all shares of the Preemptive Rights ThresholdPreferred Stock are convertible into Conversion Stock). The Company shall give provide written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (orsuch grant, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that Purchase Rights to each Investor, at least 15 days before such Investor shall be required to indicate its intent to exercise its preemptive rights. Only in the case of underwritten public offerings (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response shall there be deemed notice to the Company’s noticeInvestor if the topic of the issuance triggering the preemptive right is specifically discussed at a Board meeting where an Investor Director is present for such discussion, on the terms and conditions set forth in the noticeotherwise such notice must be written, simultaneously with any sale or issuance of such New Securities to any other Person, and (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable once the notice provided in (i) is given with respect to the Company than those set forth possibility of 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 “book build,” whenever it may occur. Any notice with respect to this Section 3.3 shall not constitute notice for the purpose Section 3.1. For the avoidance of doubt, the preemptive rights of this Section 3.3 are separate and distinct from the right of first offer in Section 3.1 and each Investor retains its preemptive rights even if the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeright of first offer is not elected.

Preemptive Rights. Except From time to time after the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsdate hereof, the Company hereby grants each Investor may issue additional shares of its capital stock (including Common Stock) or warrants or options exercisable, or securities convertible, into such capital stock (collectively, "Additional Stock"). Subject to the rightlast Section of this Section 6, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities if the Company proposes to sell or issue for cash Additional Stock to any Person, Holder shall have the right from time to time in excess and after the date hereof and until the expiration of the Preemptive Rights ThresholdExercise Period, to purchase up to such number of shares of the Additional Stock that bears the same ratio to the total number of shares of such Additional Stock as the number of shares of Common Stock then owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon the same price and terms of the Additional Stock proposed to be issued. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor Holder at least ten twenty (1020) days prior to the date issuance of such Additional Stock specifying in reasonable detail the reason for the proposed issuance, the terms thereof and the identity of the proposed issuance or sale (orpurchaser, if such notice period is not reasonably possible under any. If Holder intends to purchase a portion of the circumstancesAdditional Stock, such prior Holder shall (within fifteen (15) days following such written notice as is reasonably possiblefrom the Company) in excess deliver written notice of such intention to the Company. The failure of Holder to give such a notice within such time period of its intention to purchase Additional Stock shall be deemed to be a waiver of Holder's right to purchase such Additional Stock. The closing of the Preemptive Rights Thresholdpurchase of such Additional Stock shall be held at such time and place as the Company shall determine, but in any event not later than fifteen (15) days following the last date in which Holder shall have given notice of its intention to exercise its rights under this Section 6. Such notice Notwithstanding the foregoing, Holder shall set forth not have any such right to purchase Additional Stock if such Additional Stock is to be issued (i) to employees, officers or directors of the Company to the extent known) approved by the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other PersonBoard, (ii) as payment of all or any sale part of the purchase price or issuance merger consideration of such New Securities to any other Person must be on terms no less favorable to business or assets thereof acquired by the Company than those set forth in the notice delivered to the Investors and or any of its Subsidiaries, (iii) to any lender in connection with the sale incurrence of Indebtedness by the Company or issuance must close no more than ninety any of its Subsidiaries, or (90iv) days after upon the proposed date included exercise of any option or other right described in the noticeany of clauses (i) through (iii).

Preemptive Rights. Except The Corporation shall not authorize in one transaction or a series of related transactions, the sale or other issuance of any Corporation Securities without first offering to each Stockholder (who are, as defined in the first paragraph of this Agreement, all persons or entities who sign this Agreement), the right to subscribe for and purchase his, her or its pro rata portion of such Corporation Securities for the same purchase price and upon the same terms as the Corporation shall desire to issue and sell such Corporation Securities; provided, however, that preemptive rights hereunder shall not apply to Corporation Securities issued to any director, officer or employee of the Corporation in connection with the compensation of such individual pursuant to an established employee benefit or other compensation plan, or in connection with the issuance of Corporation Securities for services or assets (other than cash or notes). To the extent that any Stockholder elects not to acquire his, her or its portion of such Corporation Securities pursuant to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsforegoing sentence, the Company hereby grants each Investor Corporation shall have the rightright to issue and sell such Corporation Securities to any person or entity (including another Stockholder); provided, subject to applicable Lawhowever, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten that (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent knowni) the material terms and conditions of the proposed issuance or sale, including and sale of such Corporation Securities shall be substantially similar to those initially offered to the proposed manner Stockholders pursuant to the foregoing sentence and (ii) the per share purchase price of disposition, such Corporation Securities shall not be less than the number or amount and description of per share purchase price initially offered to the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an Stockholders. The offer to each Investor Stockholder under this Section 2.8 shall be effected by delivery of written notice thereof by the Corporation to purchase or subscribe each of the Stockholders and such offer shall remain open for its Pro Rata Portion twenty (20) days after delivery of such New Securitiesnotice. At Notice of any time during Stockholder's intention to accept the ten offer made pursuant to this Section 2.8 shall be made in writing to the Corporation accepting such offer prior to the end of the twenty (1020) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor offer. Failure of any Stockholder to timely accept such offer shall have the right be deemed to elect be a rejection of such offer. No offer needs to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase be made to any Stockholder if such offer would result in a violation of its Permitted Transferees. The Company shall be free to complete the proposed issuance any local, state or sale of New Securities; provided that (i) the Company sells federal law or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeregulation.

Preemptive Rights. Except If the Investor’s rights pursuant to the extent the Board, as a matter of applicable mandatory Law, is unable Section 5(a) are terminated pursuant to offer Preemptive Rights to the InvestorsSection 5(c)(iii), the Company hereby grants each Investor shall immediately have the right, subject to applicable Law, preemptive right to purchase its Pro Rata Portion pro rata share of any New Securities (as defined below) which the Company may, from time to time, sell and/or issue at the price at which such New Securities are to be issued (including in an equity financing in which the Threshold Amount is reached), such pro rata share to be determined in the same manner as the Investor’s Ownership Interest (the “Preemptive Share”). In the event the Company proposes to sell or undertake an issuance of New Securities, it shall give the Investor written notice of its intention, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue for cash the New Securities (the “Issuance Notice”). The Investor shall have fifteen (15) business days from time to time in excess the date of receipt of the Issuance Notice (the “Exercise Period”) to agree to purchase all or a portion of the Investor’s Preemptive Rights ThresholdShare of such New Securities for the price and upon the general terms specified in the Issuance Notice by giving written notice to the Company, which notice shall state the quantity of New Securities to be purchased by the Investor (the “Preemptive Notice”). The Company shall give written notice have 90 days after the expiration of the Exercise Period (the “Offering Period”) to sell the New Securities which are not purchased pursuant to the Preemptive Notice (the “Remaining New Securities”) at a proposed issuance or sale described price and upon general terms no more favorable to the purchasers thereof than specified in the preceding sentence Issuance Notice. In the event the Company has not sold the Remaining New Securities within the Offering Period, the Company shall not thereafter issue or sell any New Securities without first complying with this Section 5(d). The Company agrees that the Investor may transfer the rights granted to the Shareholders and each Investor at least ten (10pursuant to this Section 5(d) days prior to any entity or organization within the date Control Group. For purposes of this Section 5(d), “New Securities” shall mean any equity securities of the proposed issuance Company whether or sale (ornot now authorized and any securities convertible, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess exchangeable or exercisable for any equity security of the Preemptive Rights Threshold. Such notice shall set forth Company other than (to i) Excluded Securities, or (ii) securities issuable upon the extent known) the material terms and conditions exercise, conversion or exchange of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be derivative securities which were originally issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such as New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, Securities in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice5(d).

Preemptive Rights. Except to In the extent the Board, as absence of and until a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsQualified IPO, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect of first refusal to purchase all or subscribe for part of its Pro Rata Portion pro rata share (equal to its percentage ownership of the number Company on a fully diluted basis) of New Securities at (as defined below) that the purchase or issuance price Company may, from time to time, propose to sell and upon 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 Senior Preferred Stock issuable under this Agreement or the shares of Common Stock issuable upon conversion of 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 Investor ("Notice of Issuance") which shall set forth the purchase price and any other conditions of the issuance. The Investor 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. Each Investor may transfer its rights Notice of Issuance by giving written notice to make such purchase the Company stating the quantity of New Securities to any of its Permitted Transfereesbe so purchased. The Company shall be free have the right during the period expiring 150 days after the giving of the Notice of Issuance to complete the proposed issuance sell any or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance all of such New Securities not purchased by the Investor 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 Company has not sold such New Securities within such 150 day period, the Company shall not thereafter issue or sell any other Person, (ii) any sale or issuance of New Securities without first offering such New Securities to any other Person must be on terms no less favorable to the Company than those set forth Investor in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included manner provided in the noticethis Section 11.9.

Preemptive Rights. Except to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities If the Company proposes to issue or sell any Common Stock, or issue any other class of capital stock, or any warrants, options or rights to acquire, convertible into or exchangeable for cash from time to time in excess any shares of capital stock of the Preemptive Rights Threshold. The Company, or any security having a direct or indirect equity participation in the Company (for purposes hereof, "New Securities"), other than (i) in a public offering registered under the Securities Act, (ii) pursuant to a stock split, dividend or the recapitalization, or (iii) pursuant to the Employee Stock Option Plan, then the Company shall give deliver written notice thereof to each of a the Stockholders setting forth the number, terms and purchase consideration (or if such purchase consideration is not expressed in cash, the fair market value cash equivalent thereof determined in good faith by the Board of Directors of the Company) of the New Securities which the Company proposes to issue. Each such Stockholder shall thereupon have the right, unless otherwise agreed in writing by such Stockholder in advance, to elect to purchase on the same terms and conditions (including consideration or the cash equivalent thereof) as those offered to any third party that number of New Securities proposed to be issued as would maintain such Investor's relative proportional equity interest in the Company. Such Stockholder may make such election by written notice to the Company within twenty (20) days of receipt of notice of any proposed issuance or sale described in the preceding sentence of New Securities. If an Investor does not elect to the Shareholders and each Investor at least ten purchase its pro rata portion of New Securities within twenty (1020) days prior to of the date of the proposed issuance or sale (orforegoing notice, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice this pro rata purchase right shall set forth (terminate with respect to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth described in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the written notice delivered to that party, and the Investors and (iii) the sale or issuance must close no more than Company may, in its sole discretion, sell to third parties within ninety (90) days after such Stockholder's receipt of the notice of the proposed date included issuance of New Securities any or all of the New Securities described in such written notice with respect to which the noticepurchase right was not exercised, but only on the terms and and conditions set forth in such written notice to the Investors. The Company shall not sell any New Securities to any Person unless such Person agrees, in form and substance reasonably satisfactory to the Stockholders, to be bound by the terms hereof as the Stockholders.

Preemptive Rights. Except (1) Subject to Section A(6) of this Article V, if the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company Corporation authorizes or proposes to sell or issue for cash from time to time in excess of authorize the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in of any additional shares of Common Stock, Preferred Stock or other equity securities, or any securities convertible into or exchangeable or exercisable for Common Stock, Preferred Stock or other equity securities (collectively, “Participation Securities”) at any time, the preceding sentence Corporation shall deliver written notice thereof (a “Participation Notice”) to each holder of record of Common Stock and Series A Convertible Preferred Stock, at the Shareholders and each Investor address last shown on the records of the Corporation for such holder, at least ten (10) business days prior to the date of the proposed issuance or sale authorization. The Participation Notice shall specify: (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent knowni) the material terms number of Participation Securities that the Corporation proposes to issue or sell, (ii) the rights and conditions preferences of such Participation Securities, (iii) the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares Person(s) to whom such Participation Securities are proposed to be issued or sold, (iv) the price (before any commission or discount) at which such Participation Securities are proposed to be issued or sold (or, in the case of an underwritten or privately placed offering in which the price is not known at the time the Participation Notice is given, the method of determining such price and an estimate thereof), and (v) the other material terms and conditions upon which the Corporation intends to issue or sell the Participation Securities. Following delivery by the Corporation of a Participation Notice, the Corporation shall provide such additional information as the holders of Common Stock or Series A Convertible Preferred Stock receiving such Participation Notice may reasonably request, at the expense of such holders, in order to evaluate the proposed issuance or sale date, of the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Participation Securities. At any time during A holder of Common Stock or Series A Convertible Preferred Stock that is not an “accredited investor” as defined in Regulation D under the ten (10) day period Securities Act (or such shorter period if the Company’s notice was sentany comparable concept under any successor Rule) shall not be treated as a holder of Common Stock or Series A Convertible Preferred Stock, in accordance with the second sentence as applicable, for purposes of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.A.

Preemptive Rights. Except to If, at any time after the extent date hereof and for ----------------- so long as (and during any period in which) the Board, as a matter of applicable mandatory Law, Purchaser's Interest is unable to offer Preemptive Rights to the Investors10% or greater, the Company hereby grants each Investor the right, subject determines to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time consideration additional Equity Securities (collectively, "New Securities") to time in excess any Third Party, other -------------- than Equity Securities issued or proposed to be issued to or for the benefit of any Person who serves as an employee or director of the Preemptive Rights ThresholdCompany in the ordinary course of business, the Company shall offer the Purchaser the right to purchase a certain portion of the New Securities as set forth below. The Upon any determination by the Company to issue New Securities in respect of which the Purchaser has the right to purchase New Securities as contemplated in the immediately preceding sentence, the Company shall give written notice of a proposed issuance or sale described in (the preceding sentence "Notice") to the Shareholders and each Investor at least ten Purchaser (10i) days prior stating the aggregate number of such New Securities proposed to be issued, the date of terms upon which such New Securities are to be issued (which terms may include an estimated price range for such New Securities (the proposed issuance or sale (or"Range") and, if such notice period is not reasonably possible under the circumstancesNew Securities are to be priced based upon the reported trading or closing prices on a national securities exchange or the Nasdaq of any class of Equity Securities, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and may include a description of the shares proposed basis on which such price will be so determined) and the consideration to be issued or soldpaid therefor, (ii) stating the date proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person(which date, (ii) any sale or issuance of the "Tender Date," shall be not less than 10 Business ----------- Days after the date on which such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors Notice is given), and (iii) requesting that the sale or Purchaser indicate in writing within 20 Business Days after its receipt of the Notice the number of shares of the New Securities that the Purchaser desires to purchase (which shall be no greater than the number of shares of the New Securities as may be required to cause the Purchaser's Interest immediately prior to such issuance must close no more than ninety of New Securities to equal the Purchaser's Interest immediately following the issuance of the New Securities) and, if applicable, the highest price within the Range at which the purchaser intends to purchase the New Securities (90) days after the proposed date "Upper Price"). Except as provided above, the Purchaser shall purchase its New Securities on the same terms and for the same price as specified in the Notice, unless such terms have been modified with respect to the Third Party Purchaser(s), in which event the Purchaser shall purchase its New Securities on the terms and for the price paid by such Third Party Purchaser(s); provided, however, that if the modified -------- ------- terms are not acceptable to the Purchaser, the Purchaser may revoke its election to purchase; provided, further that if the price is not fixed at time -------- ------- of Notice but a Range was included in the noticeNotice and the price paid by the Third Party Purchaser is above the Upper Price, the Purchaser may revoke its election to purchase; provided, further that any New Securities to be sold in an -------- ------- underwritten public offering shall be offered to the Purchaser, (i) is part of the underwritten public offering and subject to its terms or (ii) and at the Purchaser's option outside the underwritten public offering based on the net consideration to be received by the Company after deductions of underwriters discounts and commissions. Unless otherwise agreed, the closing of such purchase shall occur on the Tender Date.

Preemptive Rights. Except to (a) In the extent the Boardevent that, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsat any time, the Company hereby grants each Investor the rightor any of its Subsidiaries decides to undertake an issuance of New Securities, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes shall at such time deliver to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give each Shareholder Party written notice of the Company’s decision, describing the amount, type and terms of such New Securities, the purchase price per New Security (the “New Securities Price”) to be paid by the purchasers of such New Securities and the other terms upon which the Company has decided to issue the New Securities including, the expected timing of such issuance and any material filings, approvals or other conditions to such issuance under applicable Laws (the “Preemptive Notice”). Each such Shareholder Party shall have fifteen (15) days from the date on which the Preemptive Notice is given to agree by written notice to the Company (a “Preemptive Exercise Notice”) to purchase up to its proportional share of such New Securities for the New Securities Price and upon the general terms specified in the Preemptive Notice and stating therein the quantity of New Securities to be purchased by any such Shareholder Party, including any Excess New Securities such Shareholder Party wishes to purchase if such securities are available. In the event that in connection with such a proposed issuance of New Securities, any such Shareholder Party for any reason fails or sale described in the preceding sentence refuses to give such written notice to the Shareholders and each Investor at least ten Company within such fifteen (1015) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstancesday period, such prior notice as is reasonably possibleShareholder Party shall, for all purposes of this Section 2.3, be deemed to have refused (in that particular instance only) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for any of such New Securities and to have waived (in that particular instance only) all of its Pro Rata Portion rights under this Section 2.3 to purchase any of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence For purposes of this Section 3.32.3, less than ten (10) days prior to a Shareholder Party’s “proportional share” shall mean, at any time, the proposed issuance or sale date) following receipt quotient obtained by dividing the number of Limited Voting Shares held by such notice, each Investor shall have Shareholder Party at such time by the right to aggregate number of Limited Voting Shares held by all Shareholder Parties. In the event that any Shareholder Party does not elect to purchase or subscribe all of its respective proportional share, the New Securities which were available for purchase by such non-electing Shareholder Parties (the “Excess New Securities”) shall automatically be deemed to be accepted for purchase by the Shareholder Parties that indicated in their Preemptive Exercise Notice a desire to participate in the purchase of Excess New Securities. Unless otherwise agreed by all of the Shareholder Parties participating in the purchase, each Shareholder Party that indicated in its Pro Rata Portion Preemptive Exercise Notice that it desired to purchase more than its proportional share shall purchase a number of Excess New Securities equal to the lesser of (x) the number of Excess New Securities at the purchase or issuance price and upon the terms and conditions set forth indicated in the notice. Each Investor may transfer its rights Preemptive Exercise Notice, if any, and (y) an amount equal to make the product of (A) the number of Excess New Securities and (B) a fraction, the numerator of which is the number of Limited Voting Shares held at such time by such Shareholder Party and the denominator of which is the aggregate number of Limited Voting Shares held at such time by all Shareholder Parties participating in such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of Excess New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.

Preemptive Rights. Except (a) If at any time prior to the extent consummation of an IPO the Board, as a matter of applicable mandatory Law, is unable Company wishes to offer issue any equity securities or any Common Stock Equivalents to any Person (the “Preemptive Rights to the InvestorsSecurities”), the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion shall promptly deliver a notice of any New Securities the Company proposes intention to sell or issue for cash from time (the “Company’s Notice of Intention to time in excess Sell”) to each Securityholder setting forth a description and the number of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares Securities proposed to be issued or sold, the proposed issuance or sale date, and the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion terms of such New Securitiessale. At any time during the ten (10) day period (or such shorter period if Upon receipt of the Company’s notice was sent, in accordance with the second sentence Notice of this Section 3.3, less than ten (10) days prior Intention to the proposed issuance or sale date) following receipt of such noticeSell, each Investor Securityholder shall have the right to elect to purchase or subscribe for its Pro Rata Portion purchase, at the price and on the terms stated in the Company’s Notice of Intention to Sell, a number of the Preemptive Securities equal to the product of (i) such Securityholder’s proportionate ownership of the then outstanding number of shares of Common Stock (excluding all unexercised options at such time) held by all Persons multiplied by (ii) the number of New Preemptive Securities at the purchase or issuance price and upon the terms and conditions set forth proposed to be issued (as described in the noticeapplicable Company’s Notice of Intention to Sell). Each Investor may transfer its rights Notwithstanding anything contained herein to make such purchase to the contrary, if the Company is issuing Preemptive Securities in connection with the issuance of any debt or other equity securities of the Company or any of its Permitted TransfereesSubsidiaries, then any Securityholder who elects to purchase such Preemptive Securities pursuant to this Section 6 must also purchase a corresponding proportion of such other debt or equity securities, all at the proposed purchase price and on terms of sale as specified in the applicable Company’s Notice of Intention to Sell. The Company Such election shall be free made by the electing Securityholder by written notice to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor within ten (or its Permitted Transferees10) any New Securities it elected to purchase pursuant to its response to business days after receipt by such Securityholder of the Company’s notice, on Notice of Intention to Sell (the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice“Acceptance Period”).

Preemptive Rights. Except to If, after the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsClosing Date, the Company hereby grants each Investor shall propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the right, subject to applicable Law, to purchase its Pro Rata Portion issuance or sale of any New Securities the Company proposes to sell or issue for cash from time to time in excess and a Purchaser still holds twenty percent (20%) of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and Convertible Preferred Stock acquired hereby by such Purchaser, then each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor Purchaser shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that such Purchaser would after the issuance and sale of all such New Securities, hold the same proportional interest of the then outstanding shares of Common Stock (assuming that any outstanding securities or other rights, including the Convertible Preferred Stock, convertible or exchangeable into or exercisable for Common Stock have been converted, exchanged or exercised) as was held by such Purchaser immediately prior to such issuance and sale (the "Proportionate Percentage"). The Company shall give each Purchaser written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the same. Each Purchaser shall have twenty-five (25) days from the giving of such notice to agree to purchase all (or issuance any part) of its Proportionate Percentage of New Securities for the price and upon the terms and conditions set forth specified in the noticenotice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. Each Investor may transfer its rights If Purchasers fail to make exercise in full such purchase to any of its Permitted Transferees. The right within twenty-five (25) days, the Company shall be free have one hundred twenty-five (125) days thereafter to complete sell the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s noticein respect of which Purchasers' rights were not exercised, on the at a price and upon general terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less more favorable to the Company buyers thereof than those set forth specified in the Company's notice delivered to Purchasers pursuant to this Section. If the Investors and Company has not sold the New Securities within such one hundred twenty-five (iii125) day period, the sale Company shall not thereafter issue or issuance must close no more than ninety (90) days after sell any New Securities, except by giving Purchasers the proposed date included right to purchase their Proportionate Percentage in the noticemanner provided above.

Preemptive Rights. Except (a) If, subject to Section 4.07(d), at any time prior to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsInitial Public Offering, the Company hereby grants each Investor the rightor any of its controlled Affiliates proposes to issue additional Company Shares, subject any warrants, options or other rights to applicable Lawacquire Company Shares, to purchase its Pro Rata Portion debt securities that are convertible into Company Shares or any other equity securities of any New Securities the Company proposes to sell or issue for cash from time to time in excess of its controlled Affiliates (the Preemptive Rights Threshold. The “Participation Shares”), the Company shall give provide written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion Stockholder of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less anticipated issuance no later than ten (10) days prior to the anticipated issuance date. Such notice shall set forth the principal terms and conditions of the issuance, including the proposed issuance or sale date) following receipt purchase price for the new Participation Shares, and the Pro Rata Portion of such notice, each Investor new Participation Shares which the Stockholder to which the notice is directed may purchase in connection with such issuance. Each Stockholder shall have the right to purchase (and, with respect to the Co-Investment Entities, to the extent required pursuant to the preemptive obligations in the operating agreement of such Co-Investment Entity shall elect its right to purchase or subscribe for participate to the extent permitted in such operating agreement) up to its Pro Rata Portion of such new Participation Shares (which in the number case of New Securities an issuance of Participation Shares by a controlled Affiliate of the Company will be determined on a “look-through” basis) at the purchase or issuance price and on the terms and conditions specified in the Company’s notice by delivering an irrevocable written notice to the Company no later than ten (10) days from the date such notice is delivered to such Stockholder, at the price and upon the terms specified in such notice, by delivering an irrevocable written notice to the Company setting out the number of new Participation Shares with respect to which such right is exercised. Such notice shall also include the maximum number of new Participation Shares the Stockholder would be willing to purchase in the event any other Stockholder elects to purchase less than its Pro Rata Portion of such Participation Shares. If any Stockholder fails to elect to purchase its full Pro Rata Portion of such new Participation Shares, the Company shall allocate any remaining amount among those Stockholders (pro rata in accordance with the Company Shares then held by each such Stockholder relative to the aggregate number of Company Shares held by all Stockholders participating in issuance of Participation Shares and conditions by any employee stockholders of the Company exercising “preemptive” or similar rights) who have indicated in their notice to the Company a desire to purchase new Participation Shares in excess of their respective Pro Rata Portions (it being understood that if Stockholders elect to purchase more new Participation Shares than remain available for sale, such allocation shall be made pro rata in accordance with the Company Shares then held by each such Stockholder relative to the aggregate number of Company Shares held by all Stockholders participating in issuance of Participation Shares and by any employee stockholders of the Company exercising “preemptive” or similar rights; provided that in the case of a Co-Investment Entity, such allocation shall not be in excess of the maximum number of Newly Issued Securities each such Member (as such terms are defined in the operating agreement of such Co-Investment Entity) is willing to purchase as set forth in the such notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities); provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected no Stockholder shall be required to purchase pursuant to its response to more Participation Shares than the Company’s notice, on the terms and conditions maximum number set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the Stockholder’s irrevocable written notice.

Preemptive Rights. Except If the owners of the Class B Common Units (subject to Section 3.10 hereof): (y) determines that additional capital is required by the extent Company to facilitate the Boardbusiness needs of the Company, as a matter including, without limitation, to meet the Company's operating expenses, to fund the expansion of applicable mandatory Lawthe Company's Project or other business and to purchase any Property reasonably necessary for the operation of the Company, is unable and (z) authorizes the issuance and sale of any securities or any securities containing options or rights to offer Preemptive Rights to acquire any securities of the InvestorsCompany (including, without limitation, convertible debt), the Company hereby grants shall first offer to sell to each Investor Member a portion of such securities on a basis pro rata to their Percentage Interests (i.e., for such Member to make an additional capital contribution for the right, subject amount of the securities to applicable Law, be issued ("Additional Capital Contribution")). Each such Member shall be entitled to purchase its Pro Rata Portion of any New Securities such securities at the Company proposes to sell or issue for cash from time to time in excess of same price and on the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material same terms and conditions as such securities are to be offered. If any Member elects not to exercise or exercises only a portion of its rights granted under this Section, each other Member shall be entitled to purchase the proposed issuance or sale, including securities offered to (but not purchased by) such Member. All of such securities shall be offered to the proposed manner of disposition, the number or amount and description of the shares Members until all securities proposed to be issued by the Company are sold to all Members desiring to purchase such securities or soldno Member desires to purchase more securities. Each Member must elect to exercise its purchase/Additional Capital Contribution rights hereunder within sixty (60) days after receipt of written notice from the Company describing in reasonable detail the securities being offered, the proposed issuance or sale datepurpose for which the additional securities are being offered, the proposed purchase or subscription price per sharethereof, the payment terms, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion such Member's percentage allotment. Upon the expiration of such New Securities. At any time during the ten sixty (1060) day period (or such shorter period if period, the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete sell such securities which the proposed issuance Members have not purchased or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to during the Company’s notice, six (6) month period following such expiration on the terms and conditions set forth no more favorable to the purchasers thereof than those offered to such Members (provided that the non-Member purchaser of any such securities must comply with all of the other terms, provisions and conditions contained in this Agreement applicable to an assignee/transferee). Any securities offered or sold by the Company after such six (6) month period must be reoffered to the Members pursuant to the terms of this Section. The provisions of this Section shall not apply to the issuance of options for employees or consultants of the Company that are approved by the Super Majority of the Board (which options the parties hereto acknowledge and agree shall be granted through a new class of nonvoting membership units in the noticeCompany; provided, to the extent applicable, any dilution to any Member's economic interest as a direct result of such options shall apply to both the Class A Common Units and the Class B Common Units on a pari passu basis). The rights under this Section shall terminate upon the first to occur of a Sale Event or the closing of an IPO. Exhibit A hereto shall, simultaneously with any sale or issuance the payment of such New Securities the purchase price, be revised to any other Personreflect the changes in Percentage Interests of the Members (i.e., (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth increase in the notice delivered to Percentage Interests of the Investors Members making the Additional Contribution and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included decrease in the noticePercentage Interest of the Member not making the Additional Capital Contribution), and distributions pursuant to Section 8.1 and Section 8.4 hereof shall be adjusted accordingly.

Preemptive Rights. Except for issuances of Common Stock (i) to employees of the Company or any subsidiary of the Company or (ii) as consideration in connection with the acquisition of another company or business to the extent seller or sellers thereof, if at any time after the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsdate hereof, the Company hereby grants each Investor determines to issue additional Common Stock (including, without limitation, options, warrants or securities convertible into Common Stock) (collectively, "New Securities") to non-employee third parties, the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in to AEC (i) stating the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the aggregate number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At , the terms upon which such New Securities are to be issued and the consideration (including any time during loans or other extensions of credit made in connection therewith) to be paid therefor, (ii) stating the ten date proposed for issuance of such New Securities (10) day period (or such shorter period if which date, the Company’s notice was sent"Tender Date", in accordance with the second sentence of this Section 3.3, shall be not less than ten (10) business days after the date on which such notice is given), and (iii) requesting that AEC indicate in writing within seven (7) business days whether it will purchase a pro rata share of such New Securities (based on its percentage ownership of aggregate Common Stock outstanding immediately prior to such issuance of New Securities) on the proposed issuance Tender Date. On or sale datebefore the date which is seven (7) following receipt of business days after the date on which such notice was given, AEC shall respond to the Company in writing indicating whether or not it wishes to purchase such pro rata share. AEC shall purchase its New Securities on the same terms and for the same price as specified in the notice, each Investor unless such terms have been modified with respect to the third-party purchaser, in which event AEC shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon on the terms and conditions set forth in for the noticeprice paid by such third-party purchaser; provided, however, that if the modified terms are not acceptable to AEC, AEC may revoke its election to purchase. Each Investor may transfer its rights to make Unless otherwise agreed, the closing of such purchase shall occur on the Tender Date. Notwithstanding anything herein to any the contrary, the rights and obligations of its Permitted Transferees. The the Company and AEC under this Section 2.03(a) shall be free to complete terminate upon the proposed issuance or sale earlier of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to fifth anniversary of the Company’s notice, on the terms execution of this Agreement and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance the date of such New the initial public offering of the Company's Common Stock registered under the Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and Act (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeas defined below).

Preemptive Rights. Except with respect to a registered public offering, if the extent the BoardCompany shall issue any Shares of Common Stock, as a matter rights, options, or warrants to purchase Shares of applicable mandatory LawCommon Stock, is unable to offer Preemptive Rights to the Investorsor securities of any type whatsoever that are, or may become, convertible into Shares of Common Stock (collectively, "New Securities," which term shall exclude any Excluded Stock), the Company hereby grants each Investor the right, subject to applicable Law, Holder of this Warrant shall be entitled to purchase its Pro Rata Portion pro rata share of all or any part of such New Securities as provided in this Section 6. For purposes of this Section 6, the term "pro rata share" shall mean such share as would be necessary to permit the Holder to maintain a percentage interest in the Company (determined on a fully diluted basis assuming the exercise of any and all outstanding options or warrants and the conversion of any securities convertible into Shares of Common Stock) equal to the Holder's percentage interest in the Company immediately prior to such issuance of New Securities (determined on a fully diluted basis). Except with respect to a registered public offering, in the event the Company proposes to sell or issue for cash from time to time in excess undertake an issuance of the Preemptive Rights Threshold. The Company New Securities, it shall give the Holder written notice of a proposed issuance or sale described in its intention, describing the preceding sentence type of New Securities and the price and terms upon which the Company proposes to issue the Shareholders and each Investor at least ten (10) same. The Holder shall have 30 days prior to from the date of the proposed issuance or sale (or, if receipt of any such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor agree to purchase or subscribe for up to its Pro Rata Portion pro rata share of such New Securities. At any time during Securities for the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth specified in the noticenotice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. Each Investor may transfer its rights In the event the Holder fails to make exercise such right of purchase to any of its Permitted Transferees. The within said 30-day period, the Company shall be free have 90 days thereafter to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response at the price and upon terms no more favorable to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance purchasers of such New Securities than those specified in the Company's notice to the Holder. In the event the Company has not sold the New Securities within such 90-day period, the Company shall not thereafter issue or sell any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on without first complying with the terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeof this Section 6.

Preemptive Rights. Except to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities (a) If the Company proposes to issue, grant or sell equity securities or issue for cash from time to time in excess of Rights, the Preemptive Rights Threshold. The Company shall first give to the Purchaser and any transferee of Shares from the Purchaser (each a "Securityholder") written notice of a proposed issuance setting forth in reasonable detail the price and other terms on which such equity securities or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed issuance to be issued, granted or sale sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than fifteen (15) days after the Company's notice is given, to purchase the number of such equity securities or Rights set forth in the Securityholder's notice (but in no event more than the Securityholder's Proportionate Share (as defined below) thereof, as of the date of the Company's notice), at the price and on the other terms set forth in the Company's notice. Any notice by a Securityholder exercising the right to purchase equity securities or Rights pursuant to this Section 5.2 shall constitute an irrevocable commitment to purchase from the Company the equity securities or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.2(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not issue, grant or sell equity securities or Rights to persons other than Securityholders, then the closing of the purchase of equity securities or Rights by Securityholders shall take place on such date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, no less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety thirty (9030) days after the proposed date included in expiration of the notice15-day period referred to above, as the Company may select, and the Company shall notify the Securityholders of such closing at least seven (7) days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to the full extent of their Proportionate Share and, as contemplated by Section 5.2(b), the Company shall issue, grant or sell equity securities or Rights to persons other than Securityholders, then the closing of the purchase of equity securities shall take place at the same time as the closing of such issuance, grant or sale.

Preemptive Rights. Except (a) If, subject to ‎Section 4.07(d), at any time after the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsdate hereof, the Company hereby grants each Investor the rightor any of subsidiaries proposes to issue additional Company Shares, subject any warrants, options or other rights to applicable Lawacquire Company Shares, debt securities that are convertible into Company Shares or to purchase its Pro Rata Portion any other equity securities of any New Securities the Company proposes to sell or issue for cash from time to time in excess its subsidiaries or any other equity securities of the Preemptive Rights Threshold. The Company or its subsidiaries (other than any such issuance by any subsidiary of the Company to the Company or any of its wholly-owned subsidiaries or their wholly-owned subsidiaries) (the “Participation Securities”), the Company shall give provide written notice to each holder of a proposed Class B Shares or Class B warrants of such anticipated issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten as reasonably practical but no later than 10 (10ten) days (unless such advanced notice is not practical, in which case, a notice shall be provided as promptly as possible) prior to the date of the proposed anticipated issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Thresholddate. Such notice shall set forth (to the extent known) the material principal terms and conditions of the proposed issuance or saleissuance, including the proposed manner of disposition, purchase price for the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per sharenew Participation Securities, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion the pro rata portion of such New Securitiesnew Participation Securities which the Stockholder to which the notice is directed may purchase in connection with such issuance. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor Each Stockholder shall have the right to elect purchase up to purchase or subscribe for its Pro Rata Portion pro rata portion of such new Participation Securities (which in the case of an issuance of Participation Securities by a controlled Affiliate of the number of New Securities Company will be determined on a “look-through” basis) at the purchase or issuance price (including for no less cash) and on the terms and conditions specified in the Company’s notice by delivering an irrevocable written notice to the Company no later than 10 (ten) days from the date such notice is delivered to such Stockholder, at the price and upon the terms and conditions set forth specified in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable by delivering an irrevocable written notice to the Company than those set forth setting out the number of new Participation Securities with respect to which such right is exercised. Such notice shall also include the maximum number of new Participation Securities the Stockholder would be willing to purchase in the notice delivered event any other Stockholder elects to the Investors and (iii) the sale or issuance must close no more purchase less than ninety (90) days after the proposed date included in the noticeits pro rata portion of such Participation Securities.

Preemptive Rights. Except From time to time after the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsdate hereof, the Company hereby grants each Investor may issue additional shares of its capital stock (including Common Stock) or warrants or options exercisable, or securities convertible, into such capital stock (collectively, “Additional Stock”). Subject to the rightlast Section of this Section 7, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities if the Company proposes to sell or issue for cash Additional Stock to any Person, Holder shall have the right from time to time in excess and after the date hereof and until the expiration of the Preemptive Rights ThresholdExercise Period, to purchase up to such number of shares of the Additional Stock that bears the same ratio to the total number of shares of such Additional Stock as the number of shares of Common Stock then owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon the same price and terms of the Additional Stock proposed to be issued. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor Holder at least ten twenty (1020) days prior to the date issuance of such Additional Stock specifying in reasonable detail the reason for the proposed issuance, the terms thereof and the identity of the proposed issuance or sale (orpurchaser, if such notice period is not reasonably possible under any. If Holder intends to purchase a portion of the circumstancesAdditional Stock, such prior Holder shall (within fifteen (15) days following such written notice as is reasonably possiblefrom the Company) in excess deliver written notice of such intention to the Company. The failure of Holder to give such a notice within such time period of its intention to purchase Additional Stock shall be deemed to be a waiver of Holder’s right to purchase such Additional Stock. The closing of the Preemptive Rights Thresholdpurchase of such Additional Stock shall be held at such time and place as the Company shall determine, but in any event not later than fifteen (15) days following the last date in which Holder shall have given notice of its intention to exercise its rights under this Section 7. Such notice Notwithstanding the foregoing, Holder shall set forth not have any such right to purchase Additional Stock if such Additional Stock is to be issued (i) to employees, officers or directors of the Company to the extent known) approved by the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other PersonBoard, (ii) as payment of all or any sale part of the purchase price or issuance merger consideration of such New Securities to any other Person must be on terms no less favorable to business or assets thereof acquired by the Company than those set forth in the notice delivered to the Investors and or any of its Subsidiaries, (iii) to any lender in connection with the sale incurrence of Indebtedness by the Company or issuance must close no more than ninety any of its Subsidiaries, or (90iv) days after upon the proposed date included exercise of any option or other right described in the noticeany of clauses (i) through (iii).

Preemptive Rights. Except In the event that the Company conducts any private placement sale of shares of capital stock of the Company during the first 12 months following the Closing Date (each, a “Subsequent Private Placement”), and provided the Purchaser is still the owner of all Securities (as defined below) purchased hereunder, the Purchaser shall be entitled to purchase his Pro Rata Portion of the shares offered for sale in such Subsequent Private Placement. A Purchaser’s “Pro Rata Portion” shall be equal to the extent number of shares offered for sale a Subsequent Private Placement multiplied by the BoardPurchaser’s percentage ownership of the outstanding shares of Common Stock plus Warrant Shares immediately prior to such Subsequent Private Placement on a fully diluted basis (assuming for these purposes the conversion and exercise of any and all outstanding options, as warrants or other securities convertible or exercisable into shares of capital stock of the Company). The Company shall provide the Purchaser 15 days’ prior written notice, including the material terms of such Subsequent Private Placement and a matter calculation of applicable mandatory Lawsuch Purchaser’s Pro Rata Portion of such offering, is unable to offer Preemptive Rights and the Purchaser shall provide its binding written commitment (in a form prepared by or satisfactory to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, Company) to purchase its Pro Rata Portion of any New Securities no later than the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) 10th day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have . The Purchaser’s rights hereunder are subject to the right consummation of a Subsequent Private Placement by the Company and in the event the Company decides (in its sole and absolute discretion) to elect abandon such Subsequent Private Placement for any reason the Purchaser’s rights and commitment to purchase or subscribe for its Pro Rata Portion such shares shall become null and void. The provisions of this Section 1(b) shall not apply to the issuance of any Excluded Securities. “Excluded Securities” means any shares of capital stock of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that issued (i) pursuant to the exercise of any options, warrants or other securities exercisable for, or convertible or exchangeable into, capital stock of the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to that are outstanding as of the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance date of such New Securities to any other Personthis Agreement, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable pursuant to the Company than those set forth in the notice delivered to the Investors and provisions of Section 1(a), (iii) in a public offering, (iv) under any written stock option, stock incentive, or stock appreciation plan or arrangement entered into following the sale date of this Agreement (including without limitation, any options granted under such plans or issuance must close no more than ninety arrangements following the date of this Agreement, and any shares issued pursuant to the exercise of such options), or (90v) days after in connection with an acquisition transaction, a building or equipment lease transaction, a bank loan transaction, or strategic alliance or partnering arrangement. For the proposed avoidance of doubt, this Section 1(b) shall not apply to any private placement conducted by the Company that closes on a date included in following the noticedate that is 12 months following the Closing Date under this Agreement.

Preemptive Rights. Except to In the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities event that the Company proposes an issuance of any of its securities other than Excluded Stock to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company any party, it shall give written notice of a proposed such issuance or sale described in to each holder of Preferred Shares and/or Conversion Shares (the preceding sentence "Offerees"). The Company's written notice to the Shareholders and each Investor at least ten (10) days prior to Offerees shall describe the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares securities proposed to be issued by the Company and specify the number, price and payment terms. Each holder of the Preferred Shares and/or Conversion Shares shall have the right, for a period of twenty (20) days from such notice, to agree to purchase, at the same price and on the same terms and conditions, that number of additional securities of the Company as would be necessary to preserve such holder's percentage interest in the equity of the Company on a fully diluted, as converted basis, as of the time immediately prior to such issuance. Each Offeree may accept the Company's offer as to the full number of securities offered to it or soldany lesser number, by written notice thereof given by it to the proposed issuance or sale date, Company prior to the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion expiration of such New Securities. At any time during the ten aforesaid twenty (1020) day period (or in which event the Company shall promptly sell and such shorter period if Offeree shall buy, upon the Company’s notice was sentterms specified, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights securities agreed to make be purchased by such purchase to any of its Permitted TransfereesOfferee. The Company shall be free at any time after the end of the aforesaid twenty (20) day period and prior to complete ninety (90) days after the proposed issuance or sale date of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response notice of offer to the Company’s noticeOfferees, on to offer and sell to any third party or parties the terms and conditions set forth in the notice, simultaneously with any sale or issuance number of such New Securities securities not agreed by the Offerees to any other Personbe purchased by them, (ii) any sale or issuance of such New Securities to any other Person must be at a price and on payment terms no less favorable to the Company than those set forth specified in the such notice delivered of offer to the Investors and (iii) the Offerees. However, if such third party sale or issuance must close no more than sales are not consummated within such ninety (90) days after day period, the Company shall not sell such securities and shall not have been purchased within such period without again complying with this Section 3.1. The obligations of the Company under this Section 3.1 shall terminate upon the completion of a Qualified Public Offering. Notwithstanding anything contained in this Agreement to the contrary, the Company's written notice of its proposed date included issuance of newly issued shares to which a participation right applies (as provided in the noticepreceding paragraph) need not be given prior to the issuance of such newly issued shares, provided such notice is sent within five (5) days thereafter and the Offeree's participation rights remain open for a twenty (20) day period from the receipt thereof, and further provided that the Company has set aside a number of shares sufficient to satisfy the obligations of the Company pursuant to this section.

Preemptive Rights. Except If the Company desires to issue and sell any additional shares of common stock or preferred stock, or any rights, options or warrants to purchase said common or preferred stock, or securities that are, or may become, convertible into said common or preferred stock, in exchange for cash (other than (i) in or following a Qualified Public Offering, (ii) shares of common stock or preferred stock to be issued upon conversion or exchange of Preferred Shares or Common Shares or any other convertible or exercisable security (which issuance was subject to the extent provisions of this Section 4.7), or (iii) shares of common stock to be issued or other securities issuable or issued upon the Boardexercise of any of the options or warrants described in Section 2.2 of the Subscription Agreement dated December 30, 1997, as amended, or similar options or warrants for the purchase of up to a matter maximum of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsfour million (4,000,000) shares of Series A Common Stock, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice thereof (the "Transaction Notice") to each Stockholder, describing the kind and number of a proposed issuance or sale described in securities to be issued, the preceding sentence to the Shareholders price and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the all other material terms and conditions of the issuance and sale not later than twenty (20) business days prior to the consummation of such proposed issuance or and sale, including . Each Stockholder shall have fifteen (15) business days from the proposed manner of disposition, date the number or amount and description of the shares proposed Transaction Notice is deemed given as herein provided to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor agree to purchase or subscribe for obtain on the same terms and conditions as the issuance and sale described in the Transaction Notice such amount of common stock or preferred stock, as the case may be, as will permit such Stockholder to maintain its Pro Rata Portion respective percentage ownership of Shares (measured on an as-converted to Common Shares basis) prior to such issuance and sale by giving as herein provided written notice within such 15-business day period to the Company of its desire to do so, which notice shall constitute the irrevocable agreement of such New SecuritiesStockholder to so purchase or obtain, subject to the consummation of the transaction described in the Transaction Notice. At Any purchase pursuant to such notice shall be consummated simultaneously with and subject to the consummation of the transaction described in the Transaction Notice, provided, however, that in the event the purchase of such securities is subject to any time during regulatory approval, the ten (10) day period (purchase and sale shall not be consummated until five business days following the date on which such approval shall have been obtained. Any Stockholder that shall fail to deliver a timely notice indicating its desire to purchase Shares pursuant to this Section 4.7 or such shorter period if shall fail to consummate the Company’s notice was sent, purchase in accordance with the second sentence of preceding sentence, shall be deemed to have waived all pre-emptive rights under this Section 3.3, less than ten (10) days prior 4.7 with respect to the proposed issuance or and sale date) following receipt of such noticedescribed in the Transaction Notice. Notwithstanding anything to the contrary herein, each Investor shall Stockholder hereby waives any and all pre-emptive or similar rights it, he or she may have pursuant to the right Constitutional Documents or this Agreement or otherwise with respect to elect the issuance of up to purchase 7,000,000 Shares pursuant to the Subscription Agreement or subscribe for its Pro Rata Portion of pursuant to the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted TransfereesCompany's Series F Subscription Agreement dated June 4, 1999. The Company shall be free to complete the proposed issuance cause any purchasers of any equity securities (or sale securities convertible into or exchangeable for equity securities) of New Securities; provided that (i) the Company sells which may be issued prior to or issues after the Closing to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response waive such purchaser's pre-emptive rights with respect to the Company’s notice, on transactions contemplated by the terms and conditions set forth in the notice, simultaneously Subscription Agreement (including with any sale or issuance of such New Securities respect to any other Person, (ii) Common Shares or Preferred Shares issuable upon the conversion or exchange of any sale Shares issued thereunder or issuance upon the exercise of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeoptions issued thereunder).

Preemptive Rights. Except In the event that, prior to the extent the Board, as consummation of a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsQualified Public Offering, the Company hereby grants each Investor seeks to sell shares (other than shares issued pursuant to employee benefit and stock option plans of the right, subject to applicable Law, to purchase its Pro Rata Portion Company and other than in connection with acquisitions or the exercise of any New Securities warrants issued in the Company proposes to sell Debt Financing) in a private or issue for cash from time to time in excess similar non-public placement, each of the Preemptive Rights Threshold. The Company Preferred Investor Common Stockholders and the Individual Investors shall give written notice be entitled to acquire, at the proposed offering price of a proposed issuance or sale described in the preceding sentence such shares, that number of shares equal to the Shareholders and each Investor at least ten (10) days prior to the date aggregate number of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or so offered multiplied by a fraction, the numerator of which shall be the number of fully-diluted shares owned by each respective Stockholder and, without duplication, such Stockholder's Permitted Transferees (or, in the case of any Preferred Investor Common Stockholder, any transferee of such Preferred Investor Common Stockholder), and the denominator of which shall be the aggregate number of fully-diluted shares owned by all Stockholders and, without duplication, their Permitted Transferees (or, in the case of any Preferred Investor Common Stockholder, any transferee of such Preferred Investor Common Stockholder). In connection with any proposed issuance of such shares, the Company shall give to each Stockholder at least 15 days prior written notice of its intention to effect such issuance, specifying in such notice the number of shares to be sold, and the proposed issuance or sale date, the proposed purchase or subscription offering price per share. Each Stockholder shall have the right, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) exercisable within 10 days prior to the proposed issuance or sale date) following after receipt of such notice, each Investor shall have the right to elect to purchase up to the maximum number of shares to which such Stockholder is entitled to acquire hereunder with such purchase being effected by such Stockholder's payment to the Company, on or subscribe for its Pro Rata Portion before the 20th day after such notice, by wire transfer of immediately available funds, an amount equal to the number of New Securities at shares to be purchased by such Stockholder, multiplied by the purchase or issuance offering price and upon per share, against delivery of certificates evidencing the terms and conditions set forth number of shares so acquired, which will be issued in the noticename of such Stockholder. Each Investor may transfer its rights To the extent any shares proposed to make be sold in such purchase private placement shall not have been subscribed to any of its Permitted Transferees. The by an existing Stockholder, the Company shall be free thereafter to complete the proposed issuance sell such shares by way of a private placement, or sale of New Securities; provided similar offering, at an offering price per share not less than that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeStockholders.

Preemptive Rights. Except The Company shall, prior to any issuance by the Company of any of its securities (other than debt securities with no equity feature), offer to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor Purchaser by written notice the right, subject to applicable Lawfor a period of thirty (30) days, to purchase its the Purchaser's Pro Rata Portion Share (as such term is defined below) of such securities for cash at a price equal to the price or other consideration for which such securities are to be issued; provided, however, that the preemptive rights of the Purchaser pursuant to this Section 7.9 shall not apply to securities issued (A) upon conversion of any New Securities shares of the Preferred Stock outstanding on the Closing Date (B) as a stock dividend or upon any subdivision of shares of Common Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock, (C) pursuant to options or other rights which are issued pursuant to the 1994 or 1995 Stock Option Plans or any similar plan approved by the Board of Directors of the Company proposes and the holders of Voting Securities within one year of such Board approval or (D) in payment of dividend obligations on the Preferred Stock. The Company's written notice to sell the Purchaser shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. The Purchaser may accept the Company's offer as to the full number of securities offered to it or issue for cash from time any lesser number by written notice thereof given by it to time in excess the Company prior to the expiration of the Preemptive Rights Threshold. The aforesaid thirty (30) day period, in which event the Company shall give written notice promptly sell and the Purchaser shall buy, upon the terms specified, the number of securities agreed to be purchased by the Purchaser. For purposes of this Section 7.9, the Purchaser's "Pro Rata Share" of offered securities shall be determined by multiplying the full number of securities offered by the Company by a proposed issuance or sale described in fraction, the preceding sentence to numerator of which shall be the Shareholders and each Investor at least ten (10) days prior to number of shares of Common Stock held by the Purchaser as of the date of the proposed issuance or sale Company's notice of offer and the denominator of which shall be the aggregate number of shares of Common Stock (or, if calculated as aforesaid) held on such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess date by all holders of capital stock of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free at any time following expiration of the thirty-day offer period and prior to complete ninety (90) days after the proposed issuance or sale expiration of New Securities; provided that (i) the Company sells or issues thirty day offer period, to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms offer and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities sell to any other Personthird party or parties the number of the securities not agreed by the Purchaser to be purchased by it, (ii) any sale or issuance of such New Securities to any other Person must be all at a price and on payment terms no less favorable to the Company than those set forth specified in the such notice delivered of offer to the Investors and (iii) the Purchaser. However, if such third party sale or issuance must close no more than sales are not consummated within such ninety (90) days after day period, the proposed date included in the noticeCompany shall not sell such securities as shall not have been purchased within such period without again complying with this Section 7.9.

Preemptive Rights. Except to (a) In the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities event that the Company proposes to sell or issue for cash from (a "Proposed Issuance") any Common Stock and/or Preferred Stock to Apollo, other than pursuant to the exceptions specified in paragraph (b) below, the Company shall deliver a notice, with respect to such Proposed Issuance (the "Preemptive Notice"), to each Purchaser setting forth the period of time to time in excess of within which the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in Right must be exercised (the preceding sentence to "Acceptance Period") and the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (orprice, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed Proposed Issuance. Each Purchaser shall have the right (the "Preemptive Right"), exercisable as hereinafter provided, to participate in such issuance or saleof Common Stock and/or Preferred Stock, including the proposed manner of dispositionas applicable, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New ("Offered Securities. At any time during the ten (10") day period (or such shorter period if the Company’s notice was sent, on a pro rata basis in accordance with the second sentence respective aggregate number of this Section 3.3, less than ten (10) days prior to shares of Common Stock and/or Preferred Stock held by such Purchaser on the proposed issuance or sale date) following receipt date of such noticenotice from the Company by purchasing an amount of such Common Stock, each Investor shall have in the right event Common Stock is being issued to elect Apollo, and/or Preferred Stock, in the event Preferred Stock is being issued to purchase or subscribe for its Pro Rata Portion of Apollo, equal to the number of New Securities shares of Common Stock and/or Preferred Stock, as applicable, to be sold to Apollo pursuant to the Proposed Issuance multiplied by a fraction, the numerator of which shall be the aggregate number of shares of Common Stock or Preferred Stock, as the case may be, owned by such Purchaser on the date of such notice and the denominator of which shall be the total number of shares of Common Stock or Preferred Stock, as the case may be, outstanding on such date, such purchase to be at the purchase or issuance same price and upon on the same terms and conditions set forth in as the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted TransfereesProposed Issuance. The Company number of shares of Common Stock and/or Preferred Stock to be sold to Apollo pursuant to the Proposed Issuance shall be free to complete calculated after first taking into account the proposed issuance or sale effect of New Securities; provided that (i) the preemptive rights granted by the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase certain management shareholders pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeManagement Shareholders Agreement.

Preemptive Rights. Except to In the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, event that the Company hereby grants each Investor the right, subject to applicable Law, to purchase or its Pro Rata Portion of any New Securities the Company Subsidiaries proposes to sell a New Issue to OTPP or issue for cash from time to time in excess one or more of its Affiliates, each of the Management Stockholders (provided that such Management Stockholders is employed by the Company or a Subsidiary at such time) shall have the right to purchase (the “Preemptive Rights Threshold. The Company shall give written notice Right”), on the same terms and conditions as those of the proposed sale of the New Issue (including, without limitation, as to price), a portion of such shares of the New Issue to be sold equal to such Management Stockholder’s percentage ownership of the Common Stock on a fully-diluted basis, using the treasury method, as of a proposed issuance or sale described in record date to be set by the preceding sentence to the Shareholders and each Investor at least ten Board not more than thirty (1030) days prior to the date of such sale of the New Issue. The Preemptive Right shall be exercisable for a 15-day period after the Company has given written notice of the proposed issuance or sale (or, if to such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights ThresholdManagement Stockholders. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that state (i) the Company sells or issues number of shares of the New Issue to be offered to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other PersonManagement Stockholder, (ii) any sale or issuance of the aggregate consideration to be paid for such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors shares by each Management Stockholder and (iii) the sale proposed date, time and location of the closing of such purchase (which shall occur concurrently with the closing of the New Issue). At the closing of each such additional purchase, the Company shall issue and deliver to each Management Stockholder stock certificates representing that number of fully paid and nonassessable shares of the New Issue (or issuance must close no more executed agreements representing equity securities other than ninety (90shares) days after that each such Management Stockholder has purchased pursuant to this Section 4 and each such Management Stockholder shall pay to the proposed date included Company by wire transfer of immediately available funds the aggregate consideration for such equity securities. Notwithstanding the foregoing or anything in this Section 4 to the noticecontrary, the Company shall not be required to sell any shares of the New Issue to a Management Stockholder that is not an “accredited investor”, as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act.

Preemptive Rights. Except to If, after the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsClosing Date, the Company hereby grants each Investor shall propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the right, subject to applicable Law, to purchase its Pro Rata Portion issuance or sale of any New Securities the Company proposes to sell or issue for cash from time to time in excess and a Purchaser still holds twenty percent (20%) of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and Convertible Preferred Stock acquired hereby by such Purchaser, then each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor Purchaser shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that such Purchaser would after the issuance and sale of all such New Securities, hold the same proportional interest of the then outstanding shares of Common Stock (assuming that any outstanding securities or other rights, including the Convertible Preferred Stock, convertible or exchangeable into or exercisable for Common Stock have been converted, exchanged or exercised) as was held by such Purchaser immediately prior to such issuance and sale (the "Proportionate Percentage"). The Company shall give each Purchaser written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the same. Each Purchaser shall have twenty-five (25) days from the giving of such notice to agree to purchase all (or issuance any part) of its Proportionate Percentage of New Securities for the price and upon the terms and conditions set forth specified in the noticenotice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. Each Investor may transfer its If Purchasers fail to exercise in full such right within twenty-five (25) days, the Company shall have one hundred twenty-five (125) days thereafter to sell the New Securities in respect of which Purchasers' rights were not exercised, at a price and upon general terms and conditions no more favorable to make the buyers thereof than specified in the Company's notice to Purchasers pursuant to this Section. If the Company has not sold the New Securities within such one hundred twenty-five (125) day period, the Company shall not thereafter issue or sell any New Securities, except by giving Purchasers the right to purchase their Proportionate Percentage in the manner provided above. Shelf Registration. ------------------- Within 45 days after the Closing Date, the Company shall prepare and file with the SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration") registering the resale from time to time by Purchasers of all of the Registrable Securities (the "Initial Shelf Registration"). The Registration Statement for any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of its Permitted Transfereessuch Registrable Securities for resale by Purchasers in the manner or manners designated by them. The Company shall be free use its best efforts to complete cause the proposed issuance or sale Initial Shelf Registration to become effective under the Securities Act as promptly as is practicable and to keep the Initial Shelf Registration continuously effective under the Securities Act until the end of New Securities; provided that (i) the Effectiveness Period. If the Company sells or issues fails to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to file the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) Initial Shelf Registration within 45 days after the proposed date included Closing Date, then, unless such a delay is attributable to any Purchaser not timely providing information reasonably requested by the Company, the dividend payable upon the Convertible Preferred Stock shall increase to 15% per annum until such Initial Shelf Registration is filed. In such instance, upon filing such Initial Shelf Registration, the dividend shall revert to 5%. Notwithstanding the foregoing, until the Initial Shelf Registration is declared effective by the Securities and Exchange Commission, no shares of Convertible Preferred Stock shall be converted pursuant to Section 4(b) of the Certificate of Designation. If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities shall have been sold or shall have ceased to be Registrable Securities), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty days of such cessation of effectiveness amend the noticeShelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities (a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration to become effective as promptly as is practicable after such filing and to keep such Registration Statement continuously effective until the end of the Effectiveness Period. The Company shall supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration, if required by the Securities Act or the SEC, or if reasonably requested by Purchasers. From time to time, the Company shall prepare and file with the SEC a post-effective amendment to the Shelf Registration or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or any other required document, so that such Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provide Purchasers copies of any documents filed in such numbers as Purchasers shall reasonably request; and inform Purchasers that the Company has complied with its obligations and that the Registration Statement and related Prospectus may be used for the purpose of selling all or any of such Registrable Securities (or that, if the Company has filed a post-effective amendment to the Shelf Registration which has not yet been declared effective, the Company will notify Purchasers to that effect, will use its best efforts to secure promptly the effectiveness of such post-effective amendment and will immediately so notify Purchasers when the amendment has become effective).

Preemptive Rights. Except (a) Subject to the extent the BoardSection 5.1(b), as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities if the Company proposes to sell or issue for cash from time to time in excess additional Common Stock of the Company, or of securities convertible into or exchangeable for or otherwise valued by reference to such Common Stock or carrying rights (including voting rights) equivalent to any class or series of Common Stock (such securities, the “Offered Shares”), the Company shall deliver to each Investor a written notice (the “Preemptive Rights Threshold. The Company shall give written notice Notice”) of a such proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) 20 days prior to the date of the proposed issuance or sale (orissuance, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such which notice shall set forth include (to i) the extent knownproposed issuance date, (ii) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares securities proposed to be issued or soldissued, (iii) the proposed issuance or sale date, the proposed purchase or subscription issue price per share, security and an offer (iv) the material terms and conditions of the issuance. Subject to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice5.1(b), each Investor shall have the right option, exercisable within 10 days following delivery of the Preemptive Rights Notice by delivery of written notice to elect the Company, to purchase or subscribe for its Pro Rata Portion not more than such Investor’s Percentage Interest of the number of New Securities securities to be issued at the purchase or issuance price and upon the terms and conditions per security set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms Preemptive Rights Notice and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable beneficial to the Company purchaser than those set forth in the Preemptive Rights Notice. In the event that any Investor does not elect to acquire its aggregate Percentage Interest of such securities, the Company shall deliver a second notice, not more than 15 days following the delivery of the Preemptive Rights Notice, to each of the Investors that elected to acquire its full Percentage Interest of securities (the “Participating Investors”), indicating the number of securities for which the other Investors did not subscribe. The Participating Investors may, by notice delivered in writing to the Investors and (iii) Company on or prior to the sale 20th day following the delivery of the Preemptive Rights Notice, elect to acquire any or issuance must close no more than ninety (90) days after all of the proposed date included remaining securities at the price per security set forth in the noticePreemptive Rights Notice and on terms no less beneficial to the purchaser than those set forth in the Preemptive Rights Notice, which securities shall be allocated among the Participating Investors based on their relative Percentage Interests.

Preemptive Rights. Except for Exempt Issuances, if the Company proposes to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsissue any Equity Securities, the Company hereby grants each shall give notice of such intent, which notice shall specify the price, amount and rights of the Equity Securities and other terms of the proposed issuance (the “Preemptive Rights Offering Notice”) to the Investor and Sxxxx XxXxxxx (“MxXxxxx”). Each of the rightInvestor and MxXxxxx shall have the right to purchase, subject upon the same terms as specified in the Preemptive Rights Offering Notice, that number of additional Equity Securities proposed to applicable Law, be to purchase its Pro Rata Portion be issued by the Company equal to the product of any New (a) the number of Equity Securities the Company proposes to sell issue and (b) a fraction, the numerator of which is the number of Equity Securities held by the Investor or issue for cash from time MxXxxxx (as the case may be), on a fully diluted basis, immediately prior to time in excess the issuance, and the denominator of which is the total number of Equity Securities outstanding, immediately prior to the issuance, on a fully diluted basis. Each of the Preemptive Rights Threshold. The Company Investor and MxXxxxx that wishes to exercise rights under this Section 4 shall give written irrevocable notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least Company of such decision within ten (10) days prior to after the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess giving of the Preemptive Rights ThresholdOffering Notice. Such notice shall set forth (In the event either exercises its/his rights, the closing of such sale to the extent knownInvestor and/or MxXxxxx shall be within sixty (60) days after the material terms and conditions expiration of the proposed issuance ten (10) day period. If either the Investor or sale, including the proposed manner of dispositionMxXxxxx do not exercise their rights under this Section 4, the number or amount and description Company shall have ninety (90) days after the expiration of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sentto consummate a sale with another investor, in accordance with the second sentence of this Section 3.3upon terms, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such noticeincluding price, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less more favorable to the Company prospective investor than those set forth specified in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticePreemptive Rights Offering Notice.

Preemptive Rights. (a) Except for Permitted Issuances, if prior to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsQualified Initial Public Offering, the Company hereby grants authorizes the issuance or sale of any shares of Common Stock or Underlying Common Stock or any rights or options to subscribe for or purchase shares of Common Stock or Underlying Common Stock (collectively, "ADDITIONAL Shares"), the Company will first offer to sell to each Investor of the right, subject Stockholders a portion of such stock or securities equal to applicable Law, the quotient determined by dividing (i) the number of shares of Common Stock and Underlying Common Stock held by such Stockholder by (ii) the total number of Common Stock and Underlying Common Stock held by all the Company's stockholders. The Additional Shares sold to a Stockholder pursuant to this Section shall be calculated to enable such Stockholder to maintain his or its percentage interest in the Company on a fully-diluted basis (excluding the effect of the exercise of all rights to acquire Common Stock or Underlying Common Stock arising from a Permitted Issuance) immediately prior to the proposed issuance. Each Stockholder shall be entitled to purchase its Pro Rata Portion of Additional Shares at a price and on terms which are no less favorable to such Stockholder in any New Securities the Company proposes respect than any price or terms on which such Additional Shares is to sell or issue be offered to any other Person. The purchase price for cash from time all Additional Shares offered to time such Stockholder shall be payable in excess of the Preemptive Rights Thresholdcash. The Company shall give each Stockholder at least thirty (30) days' prior written notice of a any such proposed issuance or sale described setting forth in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of reasonable detail the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of thereof and shall offer to each Stockholder the proposed issuance or saleopportunity to purchase such Additional Shares at the same price, including on the proposed manner of disposition, same terms and at the number or amount and description of the shares same time as such Shares are proposed to be issued or soldby the Company. If the terms upon which such Additional Shares are being offered provide for consideration other than cash, then the proposed issuance or sale date, Company shall make a reasonable determination of the proposed purchase or subscription price cash value per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion share of such New Securitiesother consideration and such Stockholder shall pay such cash value for the Additional Shares, if any, being purchased by such Stockholder under this Section. At any time during the ten (10) day period (or such shorter period if the Company’s A Stockholder may exercise his preemptive right by delivery of an irrevocable written notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable thereof to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no not more than ninety (90fifteen t(15) days after receipt of the proposed date included Company's notice, together with cash or a certified check in the noticeamount of the purchase price of the Additional Shares being purchased by such Stockholder under this Section. Upon the issuance of Additional Shares as contemplated by this Section, in the event any Stockholder fails to exercise his preemptive rights as provided for in this Section, such right shall be deemed irrevocably waived with respect to such issuance of Additional Shares and such failure shall be deemed an election not to exercise the preemptive rights granted hereunder with respect to such issuance of Additional Shares. Upon a Public Offering, all preemptive rights provided herein shall automatically expire without further action and be of no further force or effect.

Preemptive Rights. Except (a) In case the Company proposes at any time to issue or sell any shares of equity securities of the extent Company (or securities convertible or exchangeable for equity securities of the BoardCompany) issued by the Company after the date hereof (collectively, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors"Company Offered Securities"), the Company hereby grants each Investor the rightshall, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten no later than twenty (1020) days prior to the date consummation of such transaction (a "Preemptive Rights Transaction"), give notice in writing (the "Preemptive Rights Offer Notice") to Williams, the Other Stockholders and their respective Permitted Transfxxxxx xx such Preemptive Rights Transaction. The Preemptive Rights Offer Notice shall describe the proposed Preemptive Rights Transaction, identify the proposed purchaser or purchasers, and contain an offer (the "Preemptive Rights Offer") to sell Williams, the Other Stockholders and their respective Permitted Transfxxxxx, xt the same price and for the same consideration to be paid by the proposed purchaser (provided, that, in the event any of such consideration is non-cash consideration, at the election of Williams, the Other Stockholders or their respective Permitted Transfexxxx xx whom the Preemptive Rights Offer is made, Williams, the Other Stockholders and their respective Permitted Transfxxxxx xxy pay cash equal to the value of such non-cash consideration), all or any part of Williams', the Other Stockholders' and their respective Permitted Tranxxxxxxx' pro rata portion of the proposed issuance Company Offered Securities (which shall be a fraction of the Company Offered Securities determined by dividing the number of shares of outstanding Voting Stock owned by Williams, the Other Stockholders or sale such of their Permitted Transfereex, xx xxe case may be, by the total number of outstanding shares of Voting Stock). If Williams, the Other Stockholders or their respective Permitted Transfexxxx xx whom a Preemptive Rights Offer is made fail to accept (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possibleeach a "Non-Responding Holder") in excess writing the Preemptive Rights Offer by the fifteenth (15th) day after the Company's delivery of the Preemptive Rights Threshold. Such notice Offer Notice, such Non-Responding Holders shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance have no further rights with the second sentence of this Section 3.3, less than ten (10) days prior respect to the proposed issuance or sale date) following receipt Preemptive Rights Transaction and the Company may proceed with the proposed Preemptive Rights Transaction, free of any right on the part of such noticeNon-Responding Holders, each Investor shall have as the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth case may be, under this Section 6 in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticerespect thereof.

Preemptive Rights. Except to (a) Until the extent occurrence of an IPO, if, following the BoardClosing Date, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell issue additional Company Shares, any warrants, options or issue for cash from time other rights to time in excess acquire Company Shares, debt securities that are convertible into Company Shares or any other equity securities of the Preemptive Rights Threshold. The Company or any direct or indirect majority-owned subsidiary of the Company (the “Participation Shares”) (with the exception of any issuance upon conversion of exercise of warrants to purchase Company Shares or issuance (i) in connection with any merger, acquisition or similar transaction (excluding any issuance for purposes of financing such transaction) and (ii) to employees pursuant to an employee incentive plan (in each case, having been approved in accordance with the terms of this Agreement)), the Company shall give provide written notice to each Stockholder of a proposed such anticipated issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten no later than fifteen (1015) days Business Days prior to the date of the proposed anticipated issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Thresholddate. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or saleissuance, including the proposed manner of disposition, purchase price for the number or amount new Participation Shares and description of the shares proposed to be issued or sold, anticipated issuance date. Each Stockholder shall have the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor right to purchase or subscribe for up to its Pro Rata Portion of such New Securities. At any time during new Participation Shares at the ten (10) day period (or such shorter period if price and on the terms and conditions specified in the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior by delivering an irrevocable written notice to the proposed Company no later than three (3) Business Days before the anticipated issuance or sale date) following receipt , setting forth the number of such noticenew Participation Shares for which such right is exercised, each Investor provided, however, that no Stockholder shall have the right to elect purchase any such new Participation Shares if neither Sponsor exercises its right to purchase or subscribe for any such new Participation Shares. Such notice shall also include the maximum number of new Participation Shares the Stockholder would be willing to purchase in the event any other Stockholder elects to purchase less than its Pro Rata Portion of such Participation Shares. If any Stockholder fails to elect to purchase its full Pro Rata Portion of such new Participation Shares that it has a right to purchase, the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete allocate any remaining amount among the proposed issuance or sale of New Securities; provided that participating Stockholders (i) pro rata in accordance with the Company sells or issues to Shares then held by each Investor (or its Permitted Transfereessuch participating Stockholder) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth who have indicated in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable their notice to the Company than those set forth a desire to purchase new Participation Shares in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeexcess of their respective Pro Rata Portions.

Preemptive Rights. (a) Except to in the extent the Board, as a matter case of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsExcluded Securities, the Company hereby grants each Investor the rightshall not issue, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue exchange, agree to issue, sell or exchange, or reserve or set aside for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance issuance, sale or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (orexchange, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells shares of Common Stock, Preferred Stock or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to other equity security of the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale debt security of the Company which is convertible into equity, or issuance (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell to the Purchaser its Proportionate Percentage (as defined below) of such New Securities to any securities (the "Offered Securities"), at a price and on such other Person must be on terms no less favorable to as shall 13 14 have been specified by the Company than those set forth in the notice writing delivered to the Investors Purchaser (the "Offer"), which Offer by its terms shall remain open and (iii) irrevocable for a period of 15 days from the sale or issuance must close no more than ninety (90) days after date it is delivered by the proposed date included Company to the Purchaser. Notwithstanding the foregoing, in the noticeevent that the Company intends to take any action described above, it shall provide the Purchaser with written notice not later than 45 days prior to the taking of such action of such intent (the "Preliminary Notice"). The Preliminary Notice shall set forth, to the extent then known, the size of the issuance, and the price and other terms upon which the Company intends to issue the securities. The Preliminary Notice shall not constitute an offer to sell any securities to the Purchaser. After the Preliminary Notice is delivered to the Purchaser, but prior to the delivery of the Offer to the Purchaser, the Company will use its best efforts to provide the Purchaser with written notice of any material changes in the size of the issuance, the price and other material terms upon which the Company intends to issue the securities.

Preemptive Rights. Except for issuances of Common Stock upon exercise of any Shareholder Warrants or any Common Options or upon conversion of the Preferred Stock or Senior Preferred Stock, if the Company issues any equity securities or any securities containing options or rights to acquire any equity securities or any securities convertible or exchangeable for equity securities in each case, after the extent date hereof to any Person (other than the BoardExecutives or, as a matter the issuance of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsFarallon Warrant and the Rosewood Warrant) (the "OFFEREE"), the Company hereby grants will offer to sell to each Investor Shareholder, a number of such securities ("OFFERED SHARES") so that the rightOwnership Ratio immediately after the issuance of such securities for each Shareholder would be equal to the Ownership Ratio for such Shareholder immediately prior to such issuance of securities; PROVIDED, subject to applicable Law, to purchase its Pro Rata Portion that if the antidilution provisions set forth in Section 12 of any New Securities Warrant Document adjust the terms of such Warrant Document as a result of such issuance, the Company proposes shall not be required to sell or issue for cash from time offer the applicable Warrant Holder the Offered Shares with respect to time in excess of the Preemptive Rights ThresholdShareholder Shares attributable to the applicable Shareholder Warrant. The Company shall give each Shareholder at least 30 days prior written notice of a any proposed issuance or sale described issuance, which notice shall disclose in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of reasonable detail the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of such issuance (the proposed issuance or sale"ISSUANCE NOTICE"). Each Shareholder will be entitled to purchase such securities at the same price, including on the proposed manner same terms, and at the same time as the securities are issued to the Offeree by delivery of dispositionwritten notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "ELECTION NOTICE"); PROVIDED, that if more than one type of security was issued, each Shareholder shall, if it exercises its rights pursuant to this Section 6, purchase such securities in the same ratio as issued. If any of the Shareholders have elected to purchase any Offered Shares, the number or amount and description sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the shares proposed Election Notice. In the event any Shareholder elects not to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer exercise its rights pursuant to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.36, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor no other Shareholder shall have the right to elect purchase the securities offered to purchase or subscribe for its Pro Rata Portion such Shareholder. This Section 6 will terminate automatically, and be of no further force and effect, upon the consummation of a Initial Public Offering. The parties hereto that were party to the Original Shareholders Agreement hereby waive any and all rights to which such parties were entitled under Section 6 of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response Original Shareholders Agreement with respect to the Company’s notice, issuance of the Shareholder Warrants on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticehereof.

Preemptive Rights. Except From time to time after the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsdate hereof, the Company hereby grants each Investor may issue additional shares of its capital stock (including Common Stock) or warrants or options exercisable, or securities convertible, into such capital stock (collectively, "Additional Stock"). Subject to the rightlast Section of this Section 6, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities if the Company proposes to sell issue Additional Stock to any Person, Holder shall have the right, on or issue for cash from time before the Expiration Date, to time in excess purchase up to such number of shares of the Preemptive Rights ThresholdAdditional Stock that bears the same ratio to the total number of shares of such Additional Stock as the number of shares of Common Stock then owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon the same price and terms of the Additional Stock proposed to be issued. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor Holder at least ten twenty (1020) days prior to the date issuance of such Additional Stock specifying in reasonable detail the reason for the proposed issuance, the terms thereof and the identity of the proposed issuance or sale (orpurchaser, if such notice period is not reasonably possible under any. If Holder intends to purchase a portion of the circumstancesAdditional Stock, such prior Holder shall (within fifteen (15) days following such written notice as is reasonably possiblefrom the Company) in excess deliver written notice of such intention to the Company. The failure of Holder to give such a notice within such time period of its intention to purchase Additional Stock shall be deemed to be a waiver of Holder's right to purchase such Additional Stock. The closing of the Preemptive Rights Thresholdpurchase of such Additional Stock shall be held at such time and place as the Company shall determine, but in any event not later than fifteen (15) days following the last date in which Holder shall have given notice of its intention to exercise its rights under this Section 6. Such notice Notwithstanding the foregoing, Holder shall set forth not have any such right to purchase Additional Stock if such Additional Stock is to be issued (i) to employees, officers or directors of the Company to the extent known) approved by the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other PersonBoard, (ii) as payment of all or any sale part of the purchase price or issuance merger consideration of such New Securities to any other Person must be on terms no less favorable to business or assets thereof acquired by the Company than those set forth in the notice delivered to the Investors and or any of its Subsidiaries, (iii) to any lender in connection with the sale incurrence of Indebtedness by the Company or issuance must close no more than ninety any of its Subsidiaries, or (90iv) days after upon the proposed date included exercise of any option or other right described in the noticeany of clauses (i) through (iii).

Preemptive Rights. Except If the Investor's rights pursuant to the extent the BoardSection 5(a) are terminated pursuant to Section 5(c)(iii), as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investorsfrom and after that time, the Company hereby grants each Investor shall immediately have the right, subject to applicable Law, preemptive right to purchase its Pro Rata Portion pro rata share of any New Securities (as defined below) which the Company may, from time to time, sell and/or issue at the price at which such New Securities are to be issued (including in an equity financing in which the Threshold Amount is reached), such pro rata share to be determined in the same manner as the Investor's Ownership Percentage (the "Preemptive Share"). In the event the Company proposes to undertake an issuance of New Securities, it shall give the Investor written notice of its intention, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the New Securities (the "Issuance Notice"). The Investor shall have fifteen (15) business days from the date of receipt of the Issuance Notice (the "Exercise Period") to agree to purchase all or a portion of the Investor's Preemptive Share of such New Securities for the price and upon the general terms specified in the Issuance Notice by giving written notice to the Company, which notice shall state the quantity of New Securities to be purchased by the Investor (the "Preemptive Notice"). The Company shall have 90 after the expiration of the Exercise Period (the "Offering Period") to sell the New Securities which are not purchased pursuant to the Preemptive Notice (the "Remaining New Securities") at a price and upon general terms no more favorable to the purchasers thereof than specified in the Issuance Notice. In the event the Company has not sold the Remaining New Securities within the Offering Period, the Company shall not thereafter issue or issue sell any New Securities without first complying with this Section 5(d). For purposes of this Section 5(d), "New Securities" shall mean any equity securities of the Company whether or not now authorized and any securities convertible, exchangeable or exercisable for cash from time any equity security of the Company other than (i) Excluded Securities, or (ii) securities issuable upon the exercise, conversion or exchange of derivative securities which were originally issued as New Securities in accordance with Section 5(d). The Investor's rights under this Section 5(d) shall terminate upon the completion of equity financings which result in the Company having received a total of at least twenty million dollars ($20,000,000) in the aggregate since its inception (the "Preemptive Threshold Amount") and shall not apply to time any equity issued in any financing in excess of the Preemptive Rights Threshold. The Company shall give written notice Threshold Amount (regardless of a proposed issuance or sale described whether the Preemptive Threshold Amount is exceeded in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) equity financing in excess of which the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeThreshold Amount is reached).

Preemptive Rights. Except (a) The Corporation shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Offered Securities unless in each case the extent the Board, as a matter of applicable mandatory Law, is unable Corporation shall have first offered to offer Preemptive Rights sell to the Investors, the Company hereby grants each Investor the right, subject an amount of such Offered Securities equal to applicable Law, that amount of Offered Securities which such Investor would be entitled to purchase based on such Investor's Equity Percentage, on the terms set forth herein. Each Investor may delegate its Pro Rata Portion rights and obligations with respect to such Offer to one or more Affiliates, which Affiliates shall thereafter also be deemed to be the "Investor" for the purpose of any New Securities the Company proposes applying this Section 2.3 to sell or issue for cash from time such Offer. (b) The Corporation shall deliver to time in excess of the Preemptive Rights Threshold. The Company shall give each Investor written notice of a proposed issuance or sale described in the preceding sentence offer to sell the Shareholders Offered Securities, specifying the price and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance offer (the "Offer"). The Offer by its terms shall remain open and irrevocable for a period of twenty (20 days from the date of its delivery to such Investor (the "20-Day Period"). (c) Each Investor shall evidence its intention to accept the Offer, in whole or salein part, including by delivering a written notice signed by an Investor setting forth the proposed manner number of dispositionshares of the Offered Securities that such Investor elects to purchase (the "Notice of Acceptance"). The Notice of Acceptance must be delivered to the Corporation prior to the end of the 20-Day Period. (d) If an Investor tenders its Notice of Acceptance prior to the end of the 20-Day Period indicating its intention to purchase the Offered Securities, the number or amount and description Corporation shall schedule a closing of the shares proposed sale of such Offered Securities. Upon the closing of the sale of the Offered Securities to be issued or soldpurchased by an Investor, such Investor shall (i) purchase from the Corporation that portion of the Offered Securities for which it tendered a Notice of Acceptance upon the terms specified in the Offer, and (ii) execute and deliver an agreement further restricting transfer of such Offered Securities substantially as set forth in Section 3.1, 3.2 and 3.3 of this Agreement. In addition, with respect to the Offered Securities being purchased by an Affiliate of an Investor, the proposed issuance or sale date, Corporation shall provide the proposed purchase or subscription price per shareAffiliate with the rights and benefits set forth in this Agreement, and such Affiliate shall become a party hereto. The obligation of an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Offered Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.is further 5

Preemptive Rights. Except to (a) Following the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsClosing, the Company hereby grants each Investor Purchaser shall have the right, subject to applicable Law, right to purchase its Pro Rata Portion of any New Securities that the Company proposes to sell Corporation or issue for cash any Corporation Subsidiary may from time to time propose to issue or sell to any Person. (b) At least thirty (30) Business Days prior to any issuance or sale referred to in excess Section 4.4(a), the Corporation shall notify in writing the Purchaser of the Preemptive Rights Threshold. The Company shall give written notice of a such proposed issuance or sale described in (the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of “Preemptive Right Notice”). The Preemptive Right Notice shall describe the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) and the material terms and conditions of the proposed issuance or salethereof, including the proposed manner of disposition, including: (i) the number or amount and description of the shares New Securities proposed to be issued and the percentage of the Corporation's or soldsuch Corporation Subsidiary’s outstanding Common Stock, as applicable, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance or sale date, which shall be at least thirty (30) Business Days from the date of the Preemptive Right Notice; (iii) the proposed purchase or subscription price per share, share and an offer to each Investor to purchase or subscribe for its Pro Rata Portion (iv) a summary of the material terms of such New Securities. At any time during The Purchaser shall for a period of twenty (20) Business Days following the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall a Preemptive Right Notice (the “Exercise Period”) have the right to elect irrevocably to purchase or subscribe for its Pro Rata Portion of the number of New Securities purchase, at the purchase or issuance price and upon the terms and conditions set forth in the noticePreemptive Right Notice, all or any portion of such New Securities, by delivering a written notice to the Corporation. Each Investor may transfer its rights (c) Subject to make such purchase to any the Certificate of its Permitted Transferees. The Company Designation, the Corporation shall be free to complete the proposed issuance or sale of New Securities; provided that (i) Securities described in the Company sells or issues Preemptive Right Notice with respect to each Investor (or its Permitted Transferees) any New Securities it not elected to purchase be purchased pursuant to its response to the Company’s notice, on Section 4.4(b) above in accordance with the terms and conditions set forth in the notice, simultaneously with any Preemptive Right Notice (except that the amount of New Securities to be issued or sold by the Corporation may be reduced) so long as such issuance or sale or issuance is closed within sixty (60) Business Days after the expiration of the Exercise Period (subject to the extension of such sixty (60) Business Day period for a reasonable time not to exceed thirty (30) days to the extent reasonably necessary to obtain necessary approvals from Governmental Entities). In the event the Corporation has not sold such New Securities to within such time period, the Corporation shall not thereafter issue or sell any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable without first again offering such securities to the Company than those Stockholders in accordance with the procedures set forth in this Section 4.4. (d) Upon the notice delivered consummation of the issuance of any New Securities in accordance with this Section 4.4, the Corporation shall deliver to the Investors and Purchaser certificates (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.if any)

Preemptive Rights. Except to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.

Preemptive Rights. Except Each Stockholder that wishes to subscribe for up to such Stockholder’s Pro Rata Share of New Securities (each, a “Subscribing Stockholder”), upon the same economic terms and subject to the extent conditions set forth in the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights Notice, shall deliver written notice to the Investors, Company within twenty (20) days of the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess date of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (orNotice, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such which notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of specify the number of New Securities (not to exceed such Subscribing Stockholder’s Pro Rata Share thereof) that such Subscribing Stockholder desires to acquire in the Subject Issuance. Preemptive Rights Closing. The closing (the “Preemptive Rights Closing”) of the purchase by the Subscribing Stockholders of New Securities pursuant to this Article VI shall take place at the purchase principal office of the Company either, at the option of the Company, (a) on the thirtieth (30th) day after the date of the Preemptive Rights Notice (or issuance price and upon if such thirtieth (30th) day is not a Business Day, then on the terms and conditions set forth in next succeeding Business Day) or (b) simultaneously with (and, if specified by the noticeCompany, as a part of) the closing of, the Subject Issuance. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The At the Preemptive Rights Closing, the Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues deliver to each Investor (Subscribing Stockholder an original certificate or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to other appropriate instrument evidencing the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance be purchased by such Subscribing Stockholder and registered in the name of such New Securities to any other Person must be on terms no less favorable Subscribing Stockholder or its designated nominee(s), against payment to the Company than those set forth of the appropriate consideration therefor. The New Securities issued pursuant to this Article VI shall be duly authorized, fully paid and non-assessable, not subject to any Lien and freely transferable subject only to compliance with any applicable securities laws. Form of Consideration. All payments for New Securities pursuant to this Article VI shall be made in accordance with the payment terms specified in the notice delivered Preemptive Rights Notice (deferred, contingent or otherwise) and shall be made in cash, notwithstanding any other payment terms offered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after Company by the proposed date included subscriber. If the proposed consideration for any such sale specified in the noticePreemptive Rights Notice is to be paid in any property other than cash, the Company shall engage and instruct a reputable independent accounting firm (not acting or representing the Company in other matters at that time) to prepare a valuation of such property. The costs of such accounting firm in respect of such valuation shall be borne by the Company.

Preemptive Rights. Except to the extent the BoardIn case at any time on or before June 30, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors2010, the Company hereby grants each shall sell or otherwise issue to any Person any Equity Securities (as defined below), other than any Exempted Issuances (as defined below), and so long as the Investor and its Affiliates, in the aggregate, beneficially own a number of shares of Common Stock representing greater than 5% of the Common Stock Deemed Outstanding (as defined below) as of such date, the Company shall offer to the Investor the right, subject at the same price as that paid, or to applicable Lawbe paid by the other Person who participated or will participate in such sale or other issuance, to purchase its Pro Rata Portion the amount of any New such Equity Securities equal to the product of (x) the total amount of such Equity Securities sold or otherwise issued and (y) a fraction, the numerator of which is the number of Investor Shares (as defined below) immediately prior to such sale of Equity Securities and the denominator of which is the number of shares of Common Stock Deemed Outstanding immediately prior to the sale of Equity Securities. Such offer shall be made by written notice (the “Preemptive Rights Notice”) of the Company proposes to sell the Investor, which Preemptive Rights Notice may be delivered prior to, but in any event shall not be delivered any later than, five days after the date of the closing of such sale or issue other issuance of Equity Securities and shall set forth the Equity Securities sold or otherwise issued or to be sold or otherwise issued, the price per Equity Security at which such Equity Securities were sold or otherwise issued or will be sold or otherwise issued, and the number of Equity Securities which the Investor shall have the opportunity to purchase pursuant hereto. The Investor shall be entitled for cash from time to time in excess a period of 10 days after the date of the Preemptive Rights ThresholdNotice to exercise its rights hereunder. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date Such rights may only be exercised for all of the proposed issuance or sale (or, if such notice period Equity Securities the Investor is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor entitled to purchase or subscribe for its Pro Rata Portion hereunder and shall be exercised by wire transfer of such New Securities. At any time during immediately available funds to an account designated by the ten Company (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions as set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete Preemptive Rights Notice) and the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable delivery to the Company than those set forth in of duly and properly executed originals of any documents reasonably required by the notice delivered Company, all by the later of the expiration of such 10 day period and the closing date of such sale or other issuance of Equity Securities. Any purchase of Equity Securities by the Investor pursuant hereto shall be made only of a whole number of Equity Securities, not of any fraction of Equity Securities, and any fraction shall be rounded up or down, as appropriate, to the Investors nearest whole number. For purposes hereof, “Common Stock Deemed Outstanding” as of any date shall mean the number of shares of Common Stock then actually issued and outstanding; “Equity Securities” means any equity securities of the Company, whether now or hereafter authorized, and any Options or Convertible Securities of the Company; “Exempted Issuances” means (iiiA) issuances of Options of the sale Company, restricted stock grants or issuance must close no more than ninety any other similar equity compensation arrangements pursuant to a Company Stock Award Plan approved by the Company Board for officers, employees or consultants of the Company or any Subsidiary (90) days after the proposed date included in the notice.B)

Preemptive Rights. Except (a) Subject to the extent the Boardterms and conditions of this Section 4.9, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities if the Company proposes to offer or sell or issue for cash from time to time in excess any Equity Securities of the Preemptive Rights ThresholdCompany, the Company shall first offer such Equity Securities to Warrantholder. The Company shall give written notice (the “Offer Notice”) to Warrantholder stating: (x) its bona fide intention to offer such Equity Securities, (y) the number of a proposed issuance or sale described in such Equity Securities to be offered, and (z) the preceding sentence price and terms, if any, upon which it proposes to offer such Equity Securities. By notification to the Shareholders and each Investor at least ten (10) days prior to Company within [***] after the date of the proposed issuance or sale (orOffer Notice is received, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to Warrantholder may elect to purchase or subscribe for otherwise acquire, at the most favorable price and other terms provided to any other Person acquiring such Equity Securities in the transaction or series of related transactions, up to that portion of such Equity Securities which would allow Warrantholder to maintain its Pro Rata Portion then-current beneficial ownership of the number of New Securities Company’s issued and outstanding share capital (to be calculated as if the Warrant had vested and Warrantholder had fully exercised the Warrant at the purchase time of such issuance); provided that if different types of Equity Securities are issued in connection with one transaction or issuance one series of related transactions, then Warrantholder shall only be entitled to its pro rata share of each Equity Security at the most favorable price and upon other terms provided to any other Person acquiring such Equity Security. The closing of the terms and conditions sale pursuant to this Section 4.9(a) shall occur within [***] of the date that the Offer Notice is received. If all such Equity Securities referred to in the Offer Notice are not elected to be purchased or acquired as set forth above, the Company may, during the [***] period following the expiration of the periods set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete prior sentence (“Subsequent Period”), offer and sell the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance remaining unsubscribed portion of such New Equity Securities to any other PersonPerson or Persons at a price not less than, (ii) any sale or issuance of such New Securities to any other Person must be on and upon terms no less more favorable to the offeree, than, those offered to Warrantholder. If the Company than those set forth in does not consummate the notice delivered sale of such Equity Securities within such Subsequent Period, the right provided hereunder shall be deemed to be revised and such Equity Securities shall not be offered unless first reoffered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included Warrantholder in the noticeaccordance with this Section 4.9(a).

Preemptive Rights. Except For so long as Investor or any of its Affiliates owns not less than 10% of the Common Stock of the Company, assuming conversion of the Convertible Common Stock, that it acquires pursuant to this Agreement, Investors and its Affiliates shall have the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, right to purchase its Pro Rata Portion of any New Securities that the Company proposes to sell or issue for cash may hereafter from time to time in excess propose to sell and issue (whether or not presently authorized) for cash, including, shares from the treasury of the Preemptive Rights ThresholdCompany, in the ratio that the number of Shares Investor or its Affiliates holds on a fully diluted basis at the time of issue bears to the total number of shares then outstanding on a fully diluted basis. The purchase price for such New Securities shall be the price at which such New Securities are proposed to be issued. The Company shall give Investor written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor of New Securities (a "Proposed Issuance") at least ten (10) 30 days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights ThresholdProposed Issuance. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance Proposed Issuance. The rights granted pursuant to this Section shall be deemed waived by Investor if it or sale, including its Affiliates do not exercise such right in whole or in part by written notice to the proposed manner Company and pay for the New Securities as to which Investor or its Affiliates exercised such rights within 30 days of disposition, the number or amount and description receipt of notice of the Proposed Issuance. "New Securities" shall mean any shares proposed of common stock or other equity securities of the Company, whether now authorized or not, and any rights, options or warrants to purchase such shares or other equity securities of any type whatsoever that are or may become convertible into said shares of common stock or other equity securities; provided, however, that "New Securities" does not include (i) any securities to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and in connection with an offer underwritten public offering pursuant to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance a registration statement filed with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other PersonExchange Commission, (ii) any sale securities to be issued in connection with a merger, an acquisition of stock or issuance assets, consolidation or other type of business combination so long as such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and transaction is an arms-length transaction, (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.any securities issuable upon

Preemptive Rights. Except If the Company issues any equity securities or any securities containing options or rights to acquire any equity securities or any securities convertible or exchangeable for equity securities in each case, after the extent date hereof to any Person (other than the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to Executives) (the Investors"OFFEREE"), the Company hereby grants will offer to sell to each Investor Shareholder, a number of such securities ("OFFERED SHARES") so that the rightOwnership Ratio immediately after the issuance of such securities for each Shareholder would be equal to the Ownership Ratio for such Shareholder immediately prior to such issuance of securities; PROVIDED, subject to applicable Lawthat if the antidilution provisions set forth in Section 12 of the Warrant Agreement adjust the terms of the Warrants as a result of such issuance, to purchase its Pro Rata Portion of any New Securities the Company proposes shall not be required to sell or issue for cash from time offer Canterbury the Offered Shares with respect to time in excess of the Preemptive Rights ThresholdShareholder Shares attributable to the Warrant. The Company shall give each Shareholder at least 30 days prior written notice of a any proposed issuance or sale described issuance, which notice shall disclose in the preceding sentence to the Shareholders and each Investor at least ten (10) days prior to the date of reasonable detail the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of such issuance (the proposed issuance or sale"ISSUANCE NOTICE"). Each Shareholder will be entitled to purchase such securities at the same price, including on the proposed manner same terms, and at the same time as the securities are issued to the Offeree by delivery of dispositionwritten notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "ELECTION NOTICE"); PROVIDED, that if more than one type of security was issued, each Shareholder shall, if it exercises its rights pursuant to this Section 6, purchase such securities in the same ratio as issued. If any of the Shareholders have elected to purchase any Offered Shares, the number or amount and description sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the shares proposed Election Notice. In the event any Shareholder elects not to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer exercise its rights pursuant to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.36, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor no other Shareholder shall have the right to elect purchase the securities offered to purchase or subscribe for its Pro Rata Portion such Shareholder. This Section 6 will terminate automatically, and be of the number of New Securities at the purchase or issuance price no further force and effect, upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any consummation of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticea Initial Public Offering.

Preemptive Rights. Except (a) Subject to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsSections 8.1 (b) and 8.2, the Company hereby grants to each Investor Stockholder (each, collectively, a “Preempting Stockholder”) a right to subscribe for, with respect to the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities issuance by the Company proposes to sell of new or issue additional equity securities for cash (a “Preemptive Issuance”), that portion of such new or additional equity securities (including convertible securities, options or warrants) as may be necessary in order to permit such Preempting Stockholder to maintain its relative ownership of the aggregate amount of the Company’s total issued ordinary share capital (such relative ownership, the “Proportional Interest”) calculated on the basis that: (A) each Ordinary Share shall be treated equally; (B) each Hurdle Share shall be deemed to have been converted into such number of Ordinary Shares as the Hurdle Shares would have converted into had there been a Qualifying IPO immediately prior to the proposed Preemption Issuance on the basis of the deemed market capitalization of the Company and the Proportional Interest of each Preempting Stockholder shall be determined by resolution of the Board taking into account the latest available Fair Market Value of the Ordinary Shares and the Hurdle Shares for determining the purposes of Article IX and the timing of the Proposed pre-emptive issue and the terms of the Articles of Association. Subject to Section 8.2 such right of first refusal shall be offered to each Preempting Stockholder (such offer, the “Preemptive Rights Offer”) pursuant to a written notice from time the Company in accordance with Section 16.7 hereof offering each Preempting Stockholder such securities on the same terms and conditions as offered to time in excess the other offeree(s) (such written notice, the “Preemptive Rights Notice”). Each Preempting Stockholder shall have thirty (30) days from the date of the Company’s delivery of the Preemptive Rights Threshold. The Notice to notify the Company shall give written notice in writing of a proposed issuance or sale described in the preceding sentence its binding acceptance of such Preemptive Rights Offer with respect to the Shareholders and each Investor at least ten all (10but not part) days prior to the date of the proposed issuance equity securities which are offered to such Preempting Stockholder pursuant to such Preemptive Rights Offer. If one or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of more Preempting Stockholders accepts the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, Offer in accordance with the second sentence provisions of this Section 3.3the preceding sentence, less than ten the Company and any such accepting party shall have thirty (1030) days prior in which to consummate such binding agreement. In the proposed issuance event that one or sale datemore Preempting Stockholders do not accept the Preemptive Rights Offer within such thirty (30) following receipt day period in accordance with the provisions of the preceding sentence or fails to consummate any such noticesubscription within such thirty (30) day period, each Investor the Company shall have the right but not the obligation to elect to purchase or subscribe for its Pro Rata Portion of issue the number of New Securities at securities comprising the purchase or issuance price and upon the Preemptive Issuance on terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms aggregate no less more favorable to the Company other offeree(s) than those set forth in the notice delivered Preemptive Rights Notice, pursuant to the Investors a definitive agreement to be entered into no later than one hundred and twenty (iii) the sale or issuance must close no more than ninety (90120) days after such date provided that if the proposed date included in Board determines by resolution to apply the noticeprovisions of Section 8.2, the periods set out herein may be reduced to such shorter period as News Corporation and the members of the Investor Group may agree.

Preemptive Rights. Except to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, If the Company hereby grants each Investor shall issue any shares of Common Stock, rights, options, or warrants to purchase shares of Common Stock, or securities of any type whatsoever that are, or may become, convertible into shares of Common Stock, other than the rightshares issued or issuable as set forth on Exhibit "B" attached hereto, subject to applicable Law(collectively, "New Securities") the Holder of this Warrant shall be entitled to purchase its Pro Rata Portion pro rata share of all or any part of such New Securities as provided in this Section 6. For purposes of this Section 6, the term "pro rata share" shall mean such share as would be necessary to permit the Holder to maintain a percentage interest in the Company (determined on a fully diluted basis assuming the exercise of any and all outstanding options or warrants and the conversion of any securities convertible into shares of Common Stock) equal to the Holder's percentage interest in the Company immediately prior to such issuance of New Securities (determined on a fully diluted basis). In the event the Company proposes to sell or issue for cash from time to time in excess undertake an issuance of the Preemptive Rights Threshold. The Company New Securities, it shall give the Holder written notice of a proposed issuance or sale described in its intention, describing the preceding sentence type of New Securities and the price and terms upon which the Company proposes to issue the Shareholders and each Investor at least same. The Holder shall have ten (10) business days prior to from the date of the proposed issuance or sale (or, if receipt of any such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor agree to purchase or subscribe for up to its Pro Rata Portion pro rata share of such New Securities. At any time during Securities for the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth specified in the noticenotice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. Each Investor may transfer its rights In the event the Holder fails to make exercise such right of purchase to any of its Permitted Transferees. The within said ten business day period, the Company shall be free have 90 days thereafter to complete the proposed issuance sale of the New Securities at the price and upon terms no more favorable to the purchasers of such New Securities than those specified in the Company's notice to the Holder. In the event the Company has not sold the New Securities within such 90-day period, the Company shall not thereafter issue or sell any of such New Securities without first complying with the terms of this Section 6. Notwithstanding anything to the contrary contained herein, should the existence of the preemptive rights in favor of the Holder pursuant to this paragraph have a material adverse effect on the ability of the Company to consummate the sale of New Securities; provided that (i) , then the Company sells or issues shall so advise the Holder in writing and the Holder agrees to each Investor (or its Permitted Transferees) waive the preemptive rights granted pursuant to this Section 6; provided, however, that the Company shall use commercially reasonable best efforts to attempt to persuade any purchaser of New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth or underwriter involved in the notice, simultaneously with any sale or issuance of selling such New Securities to any other Personpermit the Holder to retain such preemptive rights. In the event that the Holder fails to exercise its preemptive rights under this paragraph on two separate occasions, (ii) any sale or issuance then the Holder's rights under this paragraph shall terminate upon the occurrence of the second such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticefailure.

Preemptive Rights. Except for the issuance of Excluded Securities and subject to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the InvestorsSection 5.02, the Company hereby grants each Investor Acquiror shall provide the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give Stockholders with written notice of a any proposed issuance for cash of any equity securities or sale described in the preceding sentence any securities convertible into or exchangeable for, or any rights or warrants to the Shareholders and each Investor at least ten (10) days prior to the date acquire, any equity securities of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less Acquiror no later than ten (10) days 30 Business Days prior to the proposed issuance or sale date) following receipt of such noticethereof. Such notice shall specify the securities to be issued, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete price, the proposed issuance or sale date and all other material terms of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response such issuance. Upon delivery to the Company’s noticeAcquiror by any of the Stockholders no later than 20 Business Days after such notice by the Acquiror of a notice stating that such Stockholder intends to acquire a portion of the securities to be issued, such Stockholder shall be entitled, on the terms offered by the Acquiror to other prospective purchasers of the securities to be issued, to purchase up to an amount of the securities such that, upon consummation of the proposed issuance, the Stockholder would hold that Ownership Percentage of the Acquiror as such Stockholder holds immediately prior to such issuance. Any such notice from any Stockholder shall indicate the amount of securities it intends to purchase and conditions set forth in shall constitute a binding contract to acquire such securities on the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to such Stockholder by the Investors Acquiror with respect to such issuance. Notwithstanding anything herein to the contrary, the Acquiror shall be entitled not to proceed with the proposed issuance or to alter the terms thereof; provided that, in the event that any material terms of the proposed issuance are altered, (i) any notice delivered by a Stockholder to the Acquiror pursuant to this Section 5.01 shall be revoked automatically and (iiiii) such Stockholder shall be entitled to participate in such proposed issuance on the sale or issuance must close no more than ninety (90) days after the proposed date included revised terms in the noticeaccordance with this Section 5.01.

Preemptive Rights. Except to If, at any time after the extent date hereof and for so long as (and during any period in which) the Board, as a matter of applicable mandatory Law, Purchaser's Interest is unable to offer Preemptive Rights to the Investors10% or greater, the Company hereby grants each Investor the right, subject determines to applicable Law, to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time consideration additional Equity Securities (collectively, "NEW SECURITIES") to time in excess any Third Party, other than Equity Securities issued or proposed to be issued to or for the benefit of any Person who serves as an employee or director of the Preemptive Rights ThresholdCompany in the ordinary course of business, the Company shall offer the Purchaser the right to purchase a certain portion of the New Securities as set forth below. The Upon any determination by the Company to issue New Securities in respect of which the Purchaser has the right to purchase New Securities as contemplated in the immediately preceding sentence, the Company shall give written notice of a proposed issuance or sale described in (the preceding sentence "Notice") to the Shareholders and each Investor at least ten Purchaser (10i) days prior stating the aggregate number of such New Securities proposed to be issued, the date of terms upon which such New Securities are to be issued (which terms may include an estimated price range for such New Securities (the proposed issuance or sale (or"Range") and, if such notice period is not reasonably possible under the circumstancesNew Securities are to be priced based upon the reported trading or closing prices on a national securities exchange or the Nasdaq of any class of Equity Securities, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and may include a description of the shares proposed basis on which such price will be so determined) and the consideration to be issued or soldpaid therefor, (ii) stating the date proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person(which date, (ii) any sale or issuance of the "TENDER DATE," shall be not less than 10 Business Days after the date on which such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors Notice is given), and (iii) requesting that the sale or Purchaser indicate in writing within 20 Business Days after its receipt of the Notice the number of shares of the New Securities that the Purchaser desires to purchase (which shall be no greater than the number of shares of the New Securities as may be required to cause the Purchaser's Interest immediately prior to such issuance must close no more than ninety of New Securities to equal the Purchaser's Interest immediately following the issuance of the New Securities) and, if applicable, the highest price within the Range at which the purchaser intends to purchase the New Securities (90) days after the proposed date "Upper Price"). Except as provided above, the Purchaser shall purchase its New Securities on the same terms and for the same price as specified in the Notice, unless such terms have been modified with respect to the Third Party Purchaser(s), in which event the Purchaser shall purchase its New Securities on the terms and for the price paid by such Third Party Purchaser(s); PROVIDED, HOWEVER, that if the modified terms are not acceptable to the Purchaser, the Purchaser may revoke its election to purchase; PROVIDED, FURTHER that if the price is not fixed at time of Notice but a Range was included in the noticeNotice and the price paid by the Third Party Purchaser is above the Upper Price, the Purchaser may revoke its election to purchase; PROVIDED, FURTHER that any New Securities to be sold in an underwritten public offering shall be offered to the Purchaser, (i) is part of the underwritten public offering and subject to its terms or (ii) and at the Purchaser's option outside the underwritten public offering based on the net consideration to be received by the Company after deductions of underwriters discounts and commissions. Unless otherwise agreed, the closing of such purchase shall occur on the Tender Date.

Preemptive Rights. Except to In the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion of any New Securities event that the Company proposes to issue and sell additional shares of any equity security other than (i) pursuant to a stock split, stock dividend or issue for cash from time similar transaction, (ii) pursuant to time the exercise of any option, warrant or convertible security issued to employees, consultants, directors, equipment lessors, banks, investment banks or similar institutional credit financing sources, (iii) in excess connection with a merger or acquisition, (iv) in connection with a strategic partnering transaction approved by the Board of Directors, which approval shall include the affirmative vote of both of the Series C Directors, or (v) upon conversion of Shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, each Series A Stockholder, Series C Stockholder, JPI, Xxxx, 3i and TC (collectively, the “Preemptive Rights Threshold. The Stockholders”) shall have the right, prior to such sale of shares by the Company, to purchase a percentage of such shares equal to its proportionate beneficial interest in shares of Common Stock of the Company which would be outstanding upon exercise or conversion of all securities that are exercisable for or convertible into such shares (the “Pro Rata Amount”) at the proposed issuance price, which right shall give be exercisable by written notice of a proposed issuance or sale described in the preceding sentence to the Shareholders and each Investor at least Company (a “Purchaser Notice”) given within ten (10) days prior after receipt by each Preemptive Rights Stockholder of written notice of such proposed issuance. If any such party shall fail to respond to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during Company within the ten (10) day period notice period, such failure shall be regarded as a rejection of its right to participate in the purchase of the shares. Each Preemptive Rights Stockholder may also indicate in its Purchaser Notice, if it so elects, its desire to participate in the purchase of the shares in excess of its Pro Rata Amount. If any such party declines to purchase its Pro Rata Amount of the shares (such Pro Rata Amount being hereinafter called the “Excess Shares”), then the other such party or such shorter period if parties who have indicated in their or its Purchaser Notice a desire to participate in the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt purchase of such notice, each Investor Excess Shares shall be deemed to have agreed to purchase the right Excess Shares in proportion to its respective Pro Rata Amounts. Unless such Preemptive Rights Stockholders elect to purchase or subscribe for its Pro Rata Portion all of the number Shares, the Company may issue all (not less than all) of New Securities the shares which such parties have not elected to purchase, at the purchase or issuance price and upon specified by the terms and conditions set forth Company in the notice. Each Investor may transfer its rights notice to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; parties, provided that such issuance is bona fide and made within one hundred twenty (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90120) days after the proposed date included of such notice. The rights under this Section 5.1 shall not apply to a firm commitment underwritten initial public offering of the Company with a nationally recognized underwriter that is pursuant to an effective registration statement under the Securities Act covering the offer and sale of Class B Common Stock for the account of the Company (other than pursuant to a registration on Form S-4 or Form S-8 or any similar or successor form) on either the New York Stock Exchange, London Stock Exchange, Deutsche Böurse or the Nasdaq National Market in which (x) the noticepublic offering price per share is no less than the Series C Issue Price (as adjusted for Stock Splits, Stock Combinations and recapitalizations) multiplied by one and one half (1.5) and (y) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $50 million (a “Qualified IPO”), and such rights shall terminate immediately prior to the consummation of such Qualified IPO.

Preemptive Rights. Except to the extent the Board, as a matter of applicable mandatory Law, is unable to offer Preemptive Rights to the Investors, If the Company hereby grants each Investor the right, subject to applicable Law, to purchase its Pro Rata Portion or any subsidiary of any New Securities the Company proposes to sell issue any shares of capital stock or issue for cash from time to time in excess other equity securities (other than issuances by a subsidiary of the Preemptive Rights ThresholdCompany to the Company, issuances to persons that are not Affiliates of the Company, issuances pursuant to the Approved Stock Plan or issuances of Common Stock upon the exercise or conversion of options, warrants or convertible securities that were originally issued to non-Affiliates or pursuant to the Approved Stock Plan), each Stockholder shall have the right of first refusal to purchase a portion of such securities equal to such Stockholder's percentage interest in the Common Stock on a fully-diluted basis (giving effect to the exercise of all Vested Options and the conversion of all outstanding Notes) immediately prior to such issuance. The Company shall give each Stockholder at least 30 days' prior written notice of a any such proposed issuance or sale described setting forth in reasonable detail the preceding sentence proposed terms and conditions thereof and shall offer to each Stockholder the opportunity to purchase such securities at the same price, on the same terms, and at the same time as the securities are proposed to be issued by the Company; provided, however, that if such securities are to be sold for non-cash consideration, the Board of Directors shall make a good faith determination of the fair value of such non-cash consideration and the Stockholders shall be entitled to pay such value in cash. A Stockholder may exercise its right of first refusal by delivery of an irrevocable written notice to the Shareholders Company not more than 20 days after delivery of the Company's notice. The obligation of the Stockholders exercising their rights pursuant to this Section 8 to purchase and each Investor at least ten (10) days prior to pay for securities shall be conditioned upon the date consummation of the proposed issuance or sale (orby the Company. Notwithstanding the foregoing, if in the event that the Company proposes to issue shares of Common Stock to the Stockholders in connection with the Company's proposed acquisition of Lone Star Growers, Xxxxxx shall be entitled to purchase a number of shares sufficient to increase its percentage interest in the Common Stock on a fully-diluted basis to the percentage interest it would have held immediately prior to such notice period is not reasonably possible under issuance assuming KCSN had purchased $20.0 million of Common Stock pursuant to the circumstancesRecapitalization and Stock Purchase Agreement of even date herewith among the Company, such prior notice as is reasonably possible) in excess KCSN, Xxxxxx and certain of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeStockholders.