Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. (a) Subject to clause (f) below, the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject If the Company proposes to clause (f) belowissue, the officers of grant or sell common stock, preferred stock, other equity securities or Rights, the Company shall not solicit capital contributions first give to each Purchaser and any transferee of Shares from the Purchaser (each a "SECURITYHOLDER") written notice setting forth in reasonable detail the price and other terms on which such equity securities or issue Rights are proposed to be issued, granted or sold, the terms of any Interests (such Rights and the amount thereof proposed to be issued, granted or Units) sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than 15 days after the Company's notice is given, to purchase such Securityholder's Proportionate Share of the number of such equity securities or Rights that are proposed to be issued, granted or sold. Any such purchase by any Securityholder shall be at the price and on the other terms set forth in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as Company's notice. Any notice by a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have Securityholder exercising the right to purchase equity securities or Rights pursuant to this Section 5.1 shall constitute an irrevocable commitment to purchase from the Offered Interests Company the equity securities or Rights specified in such notice, subject to the manner specified maximum set forth in this paragraph. If the Securityholders exercise their preemptive rights set forth in this Section 2.8 for 5.1(a) to the full extent of their rights set forth in this Section 5.1(a), then the closing of the purchase of equity securities or Rights by Securityholders shall take place on such date, no less than 10 and no more than 60 days after the expiration of the 15-day period referred to above, as the Company may select, and the Company shall notify the Securityholders of such closing at least 7 days prior thereto. If all Persons entitled thereto do not exercise their preemptive rights to the full extent of such preemptive rights and, as contemplated by Section 5.1(b), the Company shall issue, grant or sell equity securities or Rights to persons other than Securityholders, then the closing of the purchase of such equity securities or Rights shall take place at the same price per share and in accordance with time as the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election closing of such Buyer)issuance, pay for such Offered Interests with the cash equivalent of such pricegrant or sale. (b) During The Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the [***] Business Day period commencing remaining subject equity securities or Rights on the date terms set forth in its notice to Securityholders, unless the Company delivers is advised by its financial advisors that the remaining number or amount is too small to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuancebe reasonably sold. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to From the expiration of the [***] Period15-day period first referred to in Section 5.1(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity equity securities or Rights having the terms set forth in the Company's notice relating to such equity securities or Rights at a price and on other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Company may not issue, grant or sell equity securities or Rights pursuant to this sentence in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholders. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 5.1 shall not apply with respect to the issuance following issuances of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company securities: (i) issued in connection with the [***] whether by the [***] pursuant to an employee stock option plan, a stock purchase plan, or otherwise, which has been Approved a similar benefit program or agreement approved by the Board and/or Members, to the extent that Approval of Directors of the Board and/or Approval of Company, where the Members, including [***] denotes language primary purpose is not to raise additional equity capital for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunderCompany, (ii) issued as part direct consideration for the acquisition by the Company of an [***] and another business entity or the merger of any business entity with or into the Company, in each case provided that the transaction is approved by the vote of a majority of the outstanding Shares, (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangementsa stock split or dividend or a recapitalization or reorganization of the Company, equipment financingsin each case provided that the transaction is approved by the vote of a majority of the outstanding Shares, (iv) upon the exercise of warrants or options, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby, or (including all prior issuances v) securities issued in an underwritten public offering registered under the Securities Act, provided that such offering is approved by a vote of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] a majority of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderShares.

Preemptive Rights. If the Company authorizes the issuance or sale of any Interests (a) Subject to clause (f) belowexcept for issuances on the date of this Agreement and except for issuances on or before November 3, 2009 if LAKES OHIO DEVELOPMENT LLC is offered at least 10% of the officers of total Interests issued), the Company shall not solicit capital contributions or issue any Interests (or Units) first offer in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice writing (the “Notice of Proposed IssuancePreemptive Rights Notice”) specifying to sell to LAKES OHIO DEVELOPMENT LLC or the type and amount successor to its Interests 10% of such capital contributions and Interests. LAKES OHIO DEVELOPMENT LLC or the successor to its Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option be entitled to purchase up to all 10% of such Interests being issued or sold by notifying the Company in writing within three business days after the delivery of the Offered Preemptive Rights Notice. The closing of such purchase shall take place on the first closing date of the same Interests offered to others. LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be entitled to purchase such Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same most favorable price and on the same most favorable terms and conditions set forth that such Interests are to be offered in such transaction; provided that notwithstanding the foregoing, in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving event that the Company written notice is issuing more than one type or class of Interests in connection with such issuance, LAKES OHIO DEVELOPMENT LLC or the successor to its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect required to oversubscriptions on a pro rata basis acquire all such types and classes of Interests in accordance with their relative Proportionate Shares or the same form as they may otherwise agree among such oversubscribing Buyers. (e) If all of are being offered to others. Such Interests specified in the Offered Interests have Preemptive Rights Notice that are not been purchased by LAKES OHIO DEVELOPMENT LLC or the Buyers successor to its Interests pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration terms of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased this Section 2.7 may be issued and sold by the Buyers at not less than, and Company (on terms no more less favorable than the terms offered in any material respect to such Preemptive Rights Notice) within 90 days of the purchaser(s) thereof than, date of the price and terms specified in the Notice of Proposed IssuancePreemptive Rights Notice. If such remaining Offered Interests are Any Units not issued within such 90-day period and at such price and on such terms, the right will be subject to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered InterestsSection 2.7 upon subsequent issuance. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause (f) below, In the officers event of a proposed issuance by the Company shall not solicit capital contributions to any Securityholder or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice Third Party (the “Notice of Proposed IssuanceOfferee”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material termsadditional Equity Securities, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers in connection with an Equity Cure, each Securityholder shall have the right to purchase right, but not the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuanceobligation, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that portion of such Equity Securities as is necessary (i) in the case of Common Equity Securities, to maintain such Securityholder’s relative ownership percentage of the Offered Interests equal aggregate amount of Common Stock then outstanding (on a fully diluted basis giving effect to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share exercise of the Offered Interests pursuant to Sections 2.8 (a)Warrants and the full vesting of any then outstanding Unvested Management Shares, (bsuch portion, a “Pro Rata Share”) and (cii) abovein the case of Preferred Equity Securities, to purchase such Securityholder’s Pro Rata Share of such Preferred Equity Securities to be issued. Such right shall be offered to the Securityholders pursuant to a written notice from the Company shall deliver (setting forth the price at which such Equity Securities are to be issued and all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration material terms and conditions of the [***] Period set forth in Section 2.8(bissuance) above. Each offering the Securityholders such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and Equity Securities on the same terms and conditions as offered to the Offeree (such notice, a “Preemptive Rights Notice”). Each Securityholder shall have ten (10) business days from the date of the Company’s delivery of the Preemptive Rights Notice to notify the Company in writing of its irrevocable acceptance of such offer with respect to all or any portion of the Equity Securities that are offered to the Offeree. (b) The Company shall have 180 days from the issuance of the Preemptive Rights Notice to consummate the proposed issuance of any or all of such Equity Securities that the Securityholders have not elected to purchase at the price and upon terms that are not less favorable to the Company than those specified in the Preemptive Rights Notice. If the Company proposes to issue any such Equity Securities after such 180-day period, it shall again comply with the procedures set forth in this Section X. (c) This Section X shall not apply to (i) the original Notice issuance of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must shares of Common Stock upon exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. IfWarrants or upon conversion, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis exercise or exchange in accordance with their relative Proportionate Shares terms of other convertible, exercisable or as they may otherwise agree among such oversubscribing Buyers. exchangeable securities issued in accordance with this Agreement and (eii) If all shares of Common Stock issued or the Offered Interests have not been purchased by the Buyers issuance or grants of restricted stock or options to purchase Common Stock pursuant to the foregoing provisions, then General Manager shall have Company’s or its subsidiaries’ stock option plans and employee stock purchase plans or employment agreements with employees of the right, until Company or its subsidiaries (but not including issuances to members of management of the expiration of [***] consecutive days commencing Company who are employed by the Company or its subsidiaries on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions date of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the Agreement). The rights described set forth in this Section 2.8 X shall not apply with respect to the issuance of Excluded Securities. For purposes shares of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued Common Stock in connection with with, and will terminate automatically upon the [***] whether by the [***] or otherwiseconsummation of, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundera Qualified IPO.

Preemptive Rights. Except as regards the shares to be issued to the ASE Group and/or ASE Representative pursuant to Section 2.08(c), above or to employees pursuant to Section 2.08(d), above, each of the parties hereto, so long as it remains a shareholder of the Company, shall, to the greatest extent permitted by applicable Cayman Islands laws, have a preemptive right to subscribe for additional shares of the Company which may, from time to time, be issued in a cash injection capital increase or, to the extent such issuance is, or may become, permitted by applicable law, any other equity, debt convertible to equity or other quasi-equity securities of the Company, in proportion to such party’s then shareholding in the Company. Each of the parties hereto shall, within ten (a10) Subject to clause (f) belowbusiness days of the receipt of a notice from the Company stating the general terms of the new issue, the officers number of new shares (or other securities) proposed to be issued and the proposed issue price deliver a written response to the Company stating the number of the new shares (or other securities) to which such party wishes to subscribe. Any party failing to respond within such period shall be deemed to have waived its preemptive rights with respect to the relevant issue; provided, that, if any ASE Entity or PSC Entity, as applicable, shall elect or be deemed to have elected, not to subscribe for new shares (or other securities), the Company shall so notify the ASE Representative or the PSC Representative, as applicable (the “Follow Up Notice”), and the relevant representative may by notice to the Company given within ten (10) days after receipt of the Follow Up Notice designate another ASE Entity(ies) or PSC Entity(ies) or any affiliates of ASE Representative or PSC Representative, as applicable (“Designated Take Up Party”), to take up the relevant shares (or other securities); provided, further, that, if the Designated Take Up Party is not an original subscriber to the Company’s shares under Section 2.08(b), above, the selection of such Designated Take Up Party shall be subject to the approval of the other representative. Any newly offered shares (or securities) not subscribed to pursuant to this Section may be issued to such investors as the Board of Directors of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such pricedecide. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause applicable securities laws and regulations, if the Subscribers are then holding an aggregate number of shares of Common Stock equal to at least fifty percent (f50%) of the aggregate number of Subject Shares purchased by the Subscribers on the date hereof in the Common Offering and either (x) the Company proposes to issue any Equity Securities (as defined below) in a transaction pursuant to which the per share value of the Common Stock has an effective price (taking into account any options, warrants, convertible securities, or other rights or consideration, including but not limited to fees, issued or paid in connection with the issuance of Equity Securities, and the exercise, conversion or other purchase price for Equity Securities set forth therein, including any adjustments thereto) of $16.00 or less (as adjusted for any stock split or stock dividend by the Company) or (y) the Company proposes to issue at any time prior to the two (2) year anniversary of the Closing Date Equity Securities in a transaction pursuant to which the per share value of the Common Stock has an effective price (taking into account any options, warrants, convertible securities, or other rights or consideration, including but not limited to fees, issued or paid in connection with the issuance of Equity Securities, and the exercise, conversion or other purchase price for Equity Securities set forth therein, including any adjustments thereto) of greater than $16.00 (as adjusted for any stock split or stock dividend LEGAL_US_E # 159762890.9 by the Company), then the Subscribers shall have a joint (and not several) preemptive right to purchase up to their aggregate Pro Rata Share (as defined below) of all Equity Securities issued in connection with such transaction, other than the following: (i) any Equity Securities issued pursuant to options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors of the Company; (ii) any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the Closing Date; (iii) any Equity Securities issued in connection with any stock split or stock dividend by the Company; and (iv) any Equity Securities issued in connection with acquisitions, joint ventures, partnerships or strategic transactions to the applicable selling persons or counterparties with whom the Company or its subsidiary is consummating such joint venture, partnership or strategic transaction, provided that any such issuance shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities (which for the avoidance of doubt shall not include transactions involving portfolio companies or other affiliated operating businesses of such entities). (b) If the Company proposes to issue any Equity Securities, it shall give each Subscriber written notice of its intention, describing the Equity Securities, the officers of price and the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type terms and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) conditions upon which the Company proposes to issue the Offered Interests and stating that the Buyers same. The Subscribers shall have five (5) Business Days (as defined below) from the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election giving of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers notice to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option agree to purchase up to all their aggregate Pro Rata Share of the Offered Interests at Equity Securities for the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give notice by giving written notice of its election to Company prior to the expiration Company and stating therein the quantity of Equity Securities to be purchased. The Company shall have the [***] Periodright, in its sole discretion, to determine whether to proceed with such issuance after providing such notice. (c) Each Buyer As used in this Agreement: (i) “Equity Securities” shall have mean (A) any Common Stock, preferred stock, warrant or other security of the right Company, (B) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, preferred stock or other security (including any option to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (aa convertible security), (bC) and any security carrying any warrant or right to subscribe to or purchase any Common Stock, preferred stock or other security, or (cD) aboveany such warrant or right; (ii) “Pro Rata Share” shall mean, with respect to the Subscribers, the Company shall deliver to all ratio of (x) the number of shares of the other Buyers a written notice Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of shares of preferred stock or convertible debt, upon the “Oversubscription Notice”exercise of outstanding warrants or options and upon the exchange of securities exchangeable for Common Stock) specifying of which the Subscribers are deemed to be the beneficial owner immediately prior to the issuance of such Equity Securities to (y) the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration shares of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right Company’s outstanding Common Stock (including all shares of oversubscription to purchase up to Common Stock issuable or issued upon conversion of shares of preferred stock or convertible debt, upon the balance exercise of such Offered Interests not so purchased at outstanding warrants or options and upon the same price and on the same terms and conditions set forth in the original Notice exchange of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt securities exchangeable for Common Stock of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (eCompany) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect prior to the issuance of Excluded the Equity Securities. For purposes of this Section 2.8, ; and (iii) “Excluded SecuritiesBusiness Day” shall mean any Interests day except any Saturday, any Sunday, any day which is a federal legal holiday in the Company (i) issued in connection with the [***] whether by the [***] United States or otherwise, any day on which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) banking institutions in the aggregate [***] State of the aggregate Percentage Interests then outstanding and which have been Approved New York are authorized or required by the Board and/or Members, law or other governmental action to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.close. LEGAL_US_E # 159762890.9

Preemptive Rights. (a) Subject to clause (f) below, If the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right sell to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance any Investor or any other party (the “[***] Period”"Proposed Purchasers") (i) any Securities or (ii) any securities containing options or rights to acquire any shares of Common Stock, or (iii) any securities convertible into shares of Common Stock (such shares and other securities are hereinafter collectively referred to as "Newly Issued Securities"), the Buyers shall have the option Company will first offer to purchase up to all each of the Offered Interests at Major Stockholders other than the Proposed Purchasers (each a "Preemptive Investor") a portion of the number or amount of such securities proposed to be sold in any such transaction or series of related transactions equal to such Preemptive Investor's Ownership Percentage of the number of shares proposed to be issued and sold by the Company in any such transaction or series of related transactions, all for the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing (including any requirement to purchase Offered Interests must give written notice other securities) as the securities that are being offered in such transaction or series of its election to Company prior to transactions (such portion, the expiration of the [***] Period. (c) Each Buyer "Pro Rata Share"). The Major Stockholders shall have the right same rights set forth in this Section 2.6 in regards to issuances of equity securities of any subsidiary of the Company other than to the Company. Notwithstanding the foregoing, the provisions of this Section 2.6 shall not be applicable to the issuance of securities (i) upon the conversion of shares of one class of Company capital stock into shares of another class; (ii) as a dividend or distribution on (or payment of accrued yield in respect of) the outstanding Securities or in connection with any ratable stock splits, reclassifications, recapitalizations, consolidations or similar events affecting the Securities, (iii) in any transaction in respect of a Security that offered by the Company to all holders of such Security on a pro rata basis, (iv) to financing sources of the Company in connection with the issuance of debt or restructuring or recapitalization of existing debt, on terms approved by the Board of Directors, after consultation with Centerbridge, and in accordance with this Agreement; provided, however, in no event may more than an aggregate of one percent (1%) of the outstanding shares of Common Stock be issued pursuant to this clause (iv), (v) to officers, directors or employees of the Company or any Subsidiary pursuant to stock option plans or other equity incentive compensation plans or arrangements, on terms approved by the Board of Directors, (vi) in a Public Offering, or (vii) as consideration in connection with a business acquisition by the Company pursuant to a bona fide sale, whether by merger, consolidation, sale of assets or sale or exchange of capital stock or otherwise, to the extent approved by the Board of Directors and otherwise in accordance with this Agreement, including Section 3.6. The Company shall not be under any obligation to consummate any proposed issuance of Newly Issued Securities, nor shall there be any liability on the part of the Company to any Investor if the Company has not consummated any proposed issuance of Newly Issued Securities pursuant to this Section 2.6 for whatever reason, regardless of whether it shall have delivered a Preemptive Notice (as defined below) in respect of such proposed issuance. The Company will give to the Preemptive Investors a written notice setting forth the price, terms and conditions (including the proposed closing date on which the Newly Issued Securities will be purchased and sold) (the "New Issuance Closing Date") upon which the Preemptive Investors may purchase such shares or other securities in accordance with Section 2.6(a) (the "Preemptive Notice"). After receiving a Preemptive Notice, the Preemptive Investors must reply, in writing, within ten (10) days of the date of delivery of such Preemptive Notice that such Persons (or its designated Affiliate(s), who shall execute a Joinder) agree to purchase up the shares or other securities offered pursuant to this Section 2.6 on the date of proposed sale (the "Preemptive Reply"). Each Preemptive Investor shall provide a copy of its Preemptive Reply to the other Preemptive Investor concurrently with its delivery of its Preemptive Reply to the Company. If any Preemptive Investor fails to exercise its rights under this Section 2.6 or elects to exercise such rights with respect to less than such Preemptive Investor's Pro Rata Share (the "Non-Electing Preemptive Investor"), the other Preemptive Investor that percentage has exercised or elected to exercise its rights to purchase its entire Pro Rata Share (the "Electing Preemptive Investor") shall be entitled to purchase from the Company the number of Newly Issued Securities that the Offered Interests Non-Electing Preemptive Investor would have been entitled to purchase had it elected to purchase its entire Pro Rata Share or such number of Newly Issued Securities equal to the Percentage Interest in difference between the Non-Electing Preemptive Investor's Pro Rata Share and the number of Newly Issued Securities elected to be purchased by the Non-Electing Preemptive Investor (all such unpurchased securities, the "Excess Shares"), as the case may be. An Electing Preemptive Investor shall deliver written notice to the Company then held and the Non-Electing Preemptive Investor of the Electing Preemptive Investor's decision to purchase the Excess Shares within 5 days after the earlier of (i) the Non-Electing Preemptive Investor's delivery of its Preemptive Reply to the Company and (ii) the end of the ten (10) day period referred to above. If the Preemptive Investors fail to deliver a Preemptive Reply or if all Newly Issued Securities are not purchased by such Buyerthe Preemptive Investors in accordance with this Section 2.6, shares or other securities offered to the Preemptive Investors may thereafter, for a period not exceeding six (6) months following the date of the Preemptive Notice, be issued, sold or subjected to rights or options to the proposed original investors at a price and on terms no less than that at which they were offered to the Preemptive Investors. The amount purchase and sale shall take place on the New Issuance Closing Date or such other date as the parties may agree. Notwithstanding the requirements of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In 2.6, the event that Company may make an issuance of Newly Issued Securities at any Buyer elects not to purchase its full Proportionate Share time without complying with the requirements of the Offered Interests pursuant to Sections 2.8 (a), (bSection 2.6(a) and (c) above(a "Delayed Issuance")so long as within three (3) business days after the date of the issuance of the Newly Issued Securities, the Company delivers a "Preemptive Escrow Notice" to the Preemptive Investors and otherwise complies with this Section 2.6(d). Such Preemptive Escrow Notice shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same price, terms and conditions set forth in upon which the original Notice Preemptive Investors may purchase shares of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers Newly Issued Securities (which shall be cut back the same price, terms and conditions with respect to oversubscriptions which the Newly Issued Securities were issued), the amount of Newly Issued Securities that such Preemptive Investor is entitled to receive (such amount to equal the amount of Newly Issued Securities that such Preemptive Investor would have been entitled to receive if such Preemptive Investor had the opportunity to participate in the issuance of the Newly Issued Securities on a pro rata basis in accordance with their relative Proportionate Shares or as they Section 2.6(a)). A Preemptive Investor may otherwise agree among such oversubscribing Buyers. exercise the preemptive right by delivery to the Company and the other Preemptive Investor, within twenty (e20) If all days of the Offered Interests have not been purchased by date the Buyers pursuant Company mailed or caused to be mailed the Preemptive Escrow Notice, of a written notice specifying the number of shares of Newly Issued Securities such Preemptive Investor proposes to purchase of the number of shares of Newly Issued Securities such Preemptive Investor is entitled to purchase (the "Preemptive Election"). If there is a Non-Electing Preemptive Investor, the other Electing Preemptive Investor shall be entitled to purchase the Excess Shares and shall deliver written notice thereof to the foregoing provisions, then General Manager shall have Company within five (5) days after the right, until earlier of (i) the expiration delivery of [***] consecutive days commencing on the first Non-Electing Preemptive Investor's Preemptive Election and (ii) the end of such twenty (20) day immediately following period referred to above. Promptly after the expiration of the [***] Periodtwentieth (20th) day after the Company has given the Preemptive Escrow Notice, (A) the Company shall sell to issue the Offered Interests each Preemptive Investor that number of shares of Newly Issued Securities that each such Preemptive Investor proposed to purchase pursuant to its Preemptive Election and (B) when such shares have been issued to such Preemptive Investors, all remaining Newly Issued Securities which Preemptive Investors were entitled to purchase but for which they did not purchased by the Buyers at not less than, and on terms no more favorable in any material respect deliver a Preemptive Election may be sold to the purchaser(s) thereof than, original proposed investors upon the price terms and terms specified conditions set forth in the Preemptive Escrow Notice of Proposed Issuance. If such remaining Offered Interests are for a period not issued within such period and at such price and on such terms, exceeding six (6) months after the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the original issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, Newly Issued Securities to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundersuch investors.

Preemptive Rights. (a) Subject to clause Except as set forth in subparagraph (fb) below, the officers Partnership and the General Partner will not issue, sell or otherwise transfer for consideration to the Xxxx Group or its Affiliates (an "Issuance") at any time -------- prior to an IPO, any Equity Securities or Membership Interests (the "Preemptive ---------- Interests") unless, at least 30 days and not more than 60 days prior to such --------- issuance, the Partnership or the General Partner, as the case may be, notifies each Securityholder in writing of the Company shall not solicit capital contributions or issue any Interests Issuance (or Unitsincluding the price, the purchasers thereof and the other terms thereof) in the Company therefor unless it first delivers and grants to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice Securityholder, the right (the “Notice of Proposed Issuance”"Right") specifying the type to subscribe for and amount of purchase such capital contributions and ----- Preemptive Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased issued at the same price and on the same terms and conditions set forth as issued in the original Notice Issuance such that, after giving effect to the Issuance and exercise of Proposed the Right, the Preemptive Interests owned by such holder shall represent the same percentage of the outstanding Class A Common Units, Class L Common Units and Membership Interests as were owned by such holder prior to the Issuance on a fully diluted basis, or such lesser amount designated by such holder. The Right may be exercised by such holder at any time by written notice to the Partnership and the General Partner, received by the Partnership and the General Partner within 15 days after receipt by such holder of the notice from the Partnership and the General Partner referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 10 days after the Partnership and the General Partner receive notice of the exercise of the Right and concurrently with the closing of the Issuance. Each In the event that the consideration received by the Partnership and the General Partner in connection with an Issuance is property other than cash, each Securityholder may, at its election, pay the purchase price for such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving additional securities in such property or solely in cash. In the Company written notice of its election during event that any such holder elects to pay cash, the [***] Business Day period following its receipt amount thereof shall be determined based on the fair value of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed consideration received or receivable by the total number of Partnership and/or the Offered Interests available General Partner in respect to such oversubscription privilege, connection with the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing BuyersIssuance. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (fb) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply to issuances of equity securities (or securities convertible into or exchangeable for, or options to purchase, such units), pro rata to all holders of Common Units, as a dividend on, subdivision of or other distribution in respect of, the Common Units in accordance with the Partnership's Partnership Agreement, nor issuances of equity securities (or securities convertible into or exchangeable for, or options to purchase, such membership interests), pro rata to all holders of Membership Interests, as a dividend on, subdivision of or other distribution in respect to of the issuance of Excluded Securities. For purposes Membership Interests in accordance with the General Partner's LLC Agreement. (c) The provisions of this Section 2.8, “Excluded Securities” shall mean any Interests in paragraph 6 will terminate upon the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part consummation of an [***] and IPO (iii) issued to financial institutions, financial syndicates or lessors as defined in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderparagraph 8).

Preemptive Rights. (ai) Subject Following the date hereof, except (x) with respect to clause the Company’s exercise of preemptive rights provided to the Company pursuant to the Partnership Agreement, which shall be governed by the Partnership Agreement, and (fy) belowdistributions or other payments paid in kind, if the officers Company proposes to issue, offer or sell any Membership Interests or other equity securities or equity-linked securities of the Company (“New Securities”) to, or, subject to Section 4.2, receive any loans at any time from, any of the Class A Members or any Affiliate of a Class A Member, then the Company, as directed by the Class A Members, shall either (1) obtain the prior written consent of the Class D Member, which consent shall not solicit capital contributions be unreasonably withheld, conditioned or issue delayed or (2) offer the Class D Member the opportunity to purchase such New Securities or participate in any such loan to the Company on a proportionate basis to the Class D Member’s Sharing Percentage at a price per New Security equal to the price per New Security at which such Membership Interests (are being issued to the Class A Members or Units) their respective Affiliates or, in the case of such a loan, on the same terms as are agreed by the Class A Member(s) or their Affiliates providing such loan to the Company. (ii) Following the date hereof, if the Company therefor unless it first delivers proposes to each Initial issue, offer or sell any New Securities to any Class A Member or any Affiliate thereof in conjunction with any merger, consolidation, sale of all or substantially all of the Company’s assets, reorganization or other business combination, then the Company, as directed by the Class A Members, shall either (each 1) obtain the prior written consent of the Class D Member, which consent shall not be unreasonably withheld, conditioned or delayed, to the issuance, offer or sale of such Initial New Securities, or (2) obtain the prior approval of such issuance, offer or sale by the Board, HOU:3807756.27 HOU:3807756.30 including approval by the majority of the Independent Committee, or (3) issue such New Securities on terms that are “fair,” with such determination of whether the terms of such New Securities are “fair” to be deemed satisfied if (A) at least 40% of such New Securities are purchased by a bona fide third party or (B) an independent financial advisory firm selected by the Board (which financial advisory firm shall not have represented the Company or the Partnership as an underwriter, placement agent or lender within the preceding 24 months) provides an opinion stating that the terms are fair, from a financial point of view, to the Company. (iii) If the Class A Members elect, on behalf of the Company, to provide preemptive rights to the Class D Member being referred in connection with the proposal to in this issue New Securities pursuant to Section 2.8 as a “Buyer”3.1(g)(i)(2) a above, then the Company shall give prompt written notice (the “Notice of Proposed IssuanceNew Issue Notice”) specifying of the type Company’s proposal to issue, offer or sell New Securities to the Class D Member. The New Issue Notice shall set forth (A) the New Securities being offered, (B) the price and amount terms, if any, upon which the Partnership proposes to issue, offer and sell the New Securities and (C) the proposed date of the closing of the issuance of such capital contributions and Interests New Securities. The Class D Member shall have fifteen (or Units15) that Company then intends to issue therefor (the “Offered Interests”), all days after receipt of the material terms, including New Issue Notice to submit a written notice (a “New Issue Exercise Notice”) to the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers Company. The Class D Member shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option elect to purchase up to all a number of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests New Securities equal to the Percentage Interest in Class D Member’s pro rata share (based on the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share ratio of the Offered Interests pursuant Class D Member’s Sharing Percentage to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all aggregate Sharing Percentages of the other Buyers a written notice (the “Oversubscription Notice”Class A Members and Class D Member) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original New Issue Notice. The New Issue Exercise Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving shall set forth the Company written notice of its election during the [***] Business Day period following its receipt portion of the Oversubscription NoticeNew Securities that the Class D Member elects to purchase. If, as a result thereof, such oversubscription elections exceed To the total number extent that the Class D Member does not elect to purchase its pro rata share of the Offered Interests available in respect to such oversubscription privilegeany proposed issuance, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager Class A Members shall have the right, until opportunity to increase their participation in such proposed issuance of New Securities in such amounts as agreed by the expiration of [***] consecutive days commencing on the first day immediately following the expiration Class A Members holding a majority of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered then-outstanding Class A Membership Interests. (fiv) Notwithstanding For the foregoingavoidance of doubt, the rights described nothing in this Section 2.8 Agreement is intended to or shall not apply be construed (a) to prohibit the Class A Members from pursuing any business opportunity in concert with the Partnership, or (b) require that any Class A Member or the Partnership offer to the Class D Member any preemptive or other participatory right in any such business opportunity, and the Class D Member hereby expressly disclaims any and all rights with respect to any such business opportunity. (v) Following the issuance of Excluded Securities. For purposes of this Section 2.8date hereof, “Excluded Securities” shall mean if at any Interests in time EIG and Tailwater fail to collectively hold Holdings LP Voting Control or Holdings GP Voting Control, the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment Class D Member’s rights pursuant to the rules Section 3.1(g)(i) and regulations Section 3.1(g)(ii) shall automatically terminate and will cease to be of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted any force and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundereffect thereafter.

Preemptive Rights. (a) Subject Prior to clause (f) belowany issuance, the officers of the Company shall not solicit capital contributions sale or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice exchange of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) aboveEquity Securities, the Company shall deliver offer to all of the other Buyers a each Purchaser (by written notice (the “Oversubscription Notice”notice) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration for a period of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period20 days, to issue the Offered Interests not purchased by the Buyers purchase all of such securities for cash at not less than, and on terms no more favorable in any material respect an amount equal to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If or other consideration for which such remaining Offered Interests securities are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable issued; provided, however, that the Purchasers' preemptive rights pursuant to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 Paragraph 2 shall not apply to securities issued (i) upon the conversion of any shares of the Preferred Stock; (ii) as a stock dividend, stock split or similar subdivision of shares of Preferred Stock or Common Stock, so long as the securities issued pursuant to such stock dividend, stock split or subdivision consist exclusively of additional shares of Preferred Stock or Common Stock; (iii) pursuant to subscriptions, warrants, options, rights, contracts or commitments which are outstanding on the date hereof; (iv) pursuant to an effective registration statement under the Securities Act in an underwritten public offering; (v) as the sole consideration for the acquisition (whether by merger, consolidation or otherwise) by the Company of all or substantially all the capital stock or assets of any other person; (vi) pursuant to any employee stock option, incentive or other benefit plant provided that the number of shares issued thereunder do not exceed, in the aggregate, 259,007 shares (adjusted appropriately to reflect stock splits, stock dividends, subdivisions of shares and the like with respect to the issuance Common Stock) less the number of Excluded Securities. For purposes shares (adjusted as aforesaid) issued pursuant to options outstanding on the date of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment Agreement pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and clause (iii) above; (vii) (at any time and from time to time) as all or a portion of the consideration paid by the Company to one or more of its officers, key employees or consultants for services furnished to the Company, provided that the number of shares so issued (whether at one time or from time to financial institutionstime) does not exceed, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] aggregate, 35,078 shares; and (viii) upon the exercise of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.any right issued

Preemptive Rights. (a) Subject to clause Except as set forth in subsection (fb) below, the officers of Company will not issue, sell or otherwise transfer to the Company shall not solicit Xxxx Stockholders or the Bear Xxxxxxx Stockholders (an "Issuance") at any time prior to a Public Offering, any capital contributions -------- stock or issue any Interests debt securities (or Unitssecurities convertible into or exercisable or exchangeable for capital stock or debt securities) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”)unless, all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company least 15 days prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) aboveIssuance, the Company shall deliver to all notifies each holder of Executive Stock in writing of the Issuance (including the price, the purchasers thereof and the other Buyers a written notice terms thereof) and grants to each holder of Executive Stock, the right (the “Oversubscription Notice”"Right") specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have to subscribe for and purchase a right of oversubscription to purchase up to the balance portion of such Offered Interests not additional shares ----- or other securities so purchased issued at the same price and on the same terms and conditions set forth as issued in the original Notice Issuance equal to the quotient determined by dividing (1) the number of Proposed Issuance. Each fully diluted shares of Class A Common and Class B Common held by such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription holder by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed (2) the total number of shares of Class A Common and Class B Common outstanding on a fully diluted basis. Notwithstanding the Offered Interests available in respect foregoing, if all Persons entitled to purchase or receive such oversubscription privilegestock or securities are required to also purchase other securities of the Company, the oversubscribing Buyers holders of capital stock exercising their Right pursuant to this Section shall also be cut back required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The Right may be exercised by such holder at any time by written notice to the Company received by the Company within 10 days after receipt by such holder of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur not less than 10 days after the Company receives notice of the exercise of the Right and concurrently with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersthe closing of the Issuance. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (fb) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply with to (i) issuances of capital stock or debt securities (or securities convertible into or exchangeable for, or options to purchase, capital stock or debt securities), pro rata to all holders of any class of Stock, as a dividend on, subdivision of or other distribution in respect to of, such class of capital stock, (ii) conversions or exchanges of one class or form of capital stock into another class or form of capital stock, (iii) issuances of capital stock upon exercise of any debt security issued by the Company, or (iv) the issuance of Excluded Securities. For purposes of this Section 2.8capital stock (or securities convertible into or exchangeable for, “Excluded Securities” shall mean any Interests in the Company (ior options to purchase, capital stock) issued on customary, arm's length terms in connection with the [***] whether provision by the [***] Xxxx Stockholders or otherwise, which has been Approved by the Board and/or Members, Bear Xxxxxxx Stockholders of debt financing to the extent that Approval Company or its Subsidiaries. (c) The provisions of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in 11 will terminate upon the aggregate [***] consummation of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval a Public Offering or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderupon a Xxxx Exit.

Preemptive Rights. (a) Subject If the Board of Managers proposes to clause issue any additional Equity Interests in the Company (f) below"New Equity Interests"), the officers other than issuances of Class C Units to employees or consultants of the Company or any of its Affiliates, to any Person (such transaction, a "New Equity Issuance"), then each Class A Member and Class B-2 Member shall not solicit capital contributions or issue any Interests (or Units) in have the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to preemptive rights set forth in this Section 2.8 as a “Buyer”2.05. (b) At least fifteen (15) Business Days prior to consummation of any New Equity Issuance, t he Board of Managers shall deliver a written notice (the “Notice of Proposed Issuance”a "New Equity Issuance Notice"') specifying the type thereof to each Class A Member and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”)Class B-2 Member, setting forth all of the material terms, including terms and conditions on which the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating New Equity Interests. In the event that the Buyers shall have the right to purchase the Offered Interests there are any material changes in the manner specified terms of the New Equity Issuance as reflected in this Section 2.8 for the same price per share and in accordance with New Equity Issuance Notice, then at least five (5) Business Days p rior to consummation of the same New Equity Issuance the Board of Managers shall deliver an updated New Equity Issuance Notice to such Members, setting forth all of the material terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase on which the Offered Interest with Company proposes to issue the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] PeriodNew Equity Interests. (c) Each Buyer such Member shall have at least ten (10) Business Days from the right date of receipt of a New Equity Issuance Notice to purchase up agree, by written notice to that percentage the Company, to purchase, in such Member's sole discretion, such Member's pro-rata portion of the Offered Interests equal New Equity Interests. In the event that an updated New Equity Issuance Notice is given, each such Member shall have at least three (3) Business Days from the date of receipt of suc h updated New Equity Issuance Notice to rescind or revise, by written notice to the Percentage Interest in the Company then held by Company, any prior election with respect to such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate ShareNew Equity Issuance.” (d) In If after delivering a New Equity Issuance Notice the event that any Buyer elects Company does not to purchase its full Proportionate Share consummate the New Equity Issuance within ten (10) Business Days followingthe end of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.ten

Preemptive Rights. (a) Subject If the Company proposes to clause (f) belowissue, grant or sell Common Stock or Rights, the officers Company shall first give to the Purchaser (so long as the Purchaser owns at least 500,000 Shares) and any transferee of Shares from the Purchaser then owning at least 500,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Securities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each a "Securityholder") written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than twenty (20) days after the Company's notice is given, to purchase the number of such shares of Common Stock 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 shares of Common Stock or Rights pursuant to this Section 5.4 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.4(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not solicit capital contributions issue, grant or issue any Interests sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (or Units10) in and no more than thirty (30) days after the expiration of the 20-day period referred to above, as the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (may select, and the “Notice of Proposed Issuance”) specifying Company shall notify the type and amount Securityholders of such capital contributions and Interests closing at least seven (or Units7) that Company then intends days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to issue therefor (the “Offered Interests”full extent of their Proportionate Share and, as contemplated by Section 5.4(b), all the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the material terms, including the price (cash purchase of shares of Common Stock or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers Rights shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for take place at the same price per share and in accordance with time as the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election closing of such Buyer)issuance, pay for such Offered Interests with the cash equivalent of such pricegrant or sale. (b) During If all persons entitled thereto do not exercise their preemptive rights to the [***] Business Day period commencing full extent of their Proportionate Share, the Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the remaining subject shares of Common Stock or Rights on the date terms set forth in its notice to Securityholders, unless the Company delivers is advised by its financial advisors that the remaining number or amount is too small to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuancebe reasonably sold. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to From the expiration of the [***] Period20-day period first referred to in Section 5.4(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity shares of Common Stock or Rights having the terms set forth in the Company's notice relating to such shares of Common Stock or Rights at a price and on other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Company may not -------- ------- issue, grant or sell shares of Common Stock or Rights in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholders rights. (c) Each Buyer The provisions of this Section 5.4 shall not apply to the following issuances of securities: (i) pursuant to an approved stock option plan, stock purchase plan, or similar benefit program or agreement for the benefit of employees of, or consultants to, the Company, where the primary purpose is not to raise additional equity capital for the Company, (ii) the issuance of Rights, or Common Stock issuable upon exercise of Rights, granted to retailers or lessors engaged in bona fide business transactions with the ---- ---- Company, where the primary purpose is not to raise additional equity capital for the Company, (iii) as direct consideration for the acquisition by the Company of another business entity or the merger of any business entity with or into the Company, (iv) in connection with a stock dividend, (v) upon the exercise of warrants or options, or upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby or (vi) in an underwritten public offering registered under the Securities Act if the managing underwriters advise the Securityholders in writing that the purchase up of shares of Common Stock pursuant to that percentage the preemptive rights afforded by this Section 5.4 would materially and adversely affect the marketing of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Shareoffering.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.85.4, “Excluded Securities” the following terms shall mean any Interests in have the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.corresponding meanings set forth herein:

Preemptive Rights. (a) Subject to clause Except as set forth in subsection (fb) below, the officers of Company will not issue, sell or otherwise transfer for consideration to the Company shall not solicit capital contributions Xxxx Stockholders, the Bear Xxxxxxx Stockholders or issue the First Boston Stockholder (an "Issuance") at -------- any Interests time prior to a Public Offering, any Stockholder Shares or debt securities (or Unitssecurities convertible into or exercisable or exchangeable for Stockholder Shares or debt securities) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”)unless, all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company least 15 days prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) aboveIssuance, the Company shall deliver to all notifies each holder of Stockholder Shares in writing of the Issuance (including the price, the purchasers thereof and the other Buyers a written notice terms thereof) and grants to each other holder of Stockholder Shares, the right (the “Oversubscription Notice”"Right") specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have to ----- subscribe for and purchase a right of oversubscription to purchase up to the balance portion of such Offered Interests not additional shares or other securities so purchased issued at the same price and on the same terms and conditions set forth as issued in the original Notice Issuance equal to the quotient determined by dividing (1) the number of Proposed Issuance. Each fully diluted shares of Common Stock held by such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription holder by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed (2) the total number of shares of Common Stock outstanding on a fully diluted basis. Notwithstanding the Offered Interests available in respect foregoing, if all Persons entitled to purchase or receive such oversubscription privilegestock or securities are required to also purchase other securities of the Company, the oversubscribing Buyers holders of Stockholder Shares exercising their Right pursuant to this Section shall also be cut back required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The Right may be exercised by such holder at any time by written notice to the Company received by the Company within 10 days after receipt by such holder of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur not less than 10 days after the Company receives notice of the exercise of the Right and concurrently with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersthe closing of the Issuance. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (fb) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply with to (i) issuances of Stockholder Shares or debt securities (or securities convertible into or exchangeable for, or options to purchase, Stockholder Shares or debt securities), pro rata to all holders of any class of Stockholder Shares, as a dividend on, subdivision of or other distribution in respect of, such class of Stockholder Shares, (ii) conversions or exchanges of one form or class of Stockholder Shares to another form or class of Stockholder Shares, (iii) issuances of Stockholder Shares upon exercise of any debt security issued by the Company, or (iv) the issuance of Excluded Securities. For purposes of this Section 2.8Stockholder Shares (or securities convertible into or exchangeable for, “Excluded Securities” shall mean any Interests in the Company (ior options to purchase, Stockholder Shares) issued on customary, arm's length terms in connection with the [***] whether provision by the [***] Xxxx Stockholders, the Bear Xxxxxxx Stockholders, the First Boston Stockholder or otherwise, which has been Approved by the Board and/or Members, Affiliates thereof of debt financing to the extent that Approval Company or its Subsidiaries. (c) The provisions of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in 2 will terminate upon the aggregate [***] consummation of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval a Public Offering or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderupon a Xxxx Exit.

Preemptive Rights. (a) Subject to clause (f) below, the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 Except for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities, BHR will provide the Stockholders with written notice of any sale by it for cash of any Securities in which the gross proceeds of such sale to BHR and its Subsidiaries equals or exceeds $10 million (such offering, a "Qualified Offering") no later than the closing date of the Qualified Offering (such notice, the "Qualified Offering Notice"). For purposes of this Section 2.8The Qualified Offering Notice will specify the Securities that were issued, “Excluded Securities” shall mean any Interests the purchase price (which, in the Company case of a public offering, will be the purchase price to the public and, in all other cases will be the purchase price to the purchasers (iwithout regard to underwriting discounts or commissions) of the issued in connection with securities), the [***] issuance date and all other material terms of such issuance. No later than five calendar days after receipt of the Qualified Offering Notice, each Stockholder must deliver to BHR a written notice stating whether such Stockholder desires to acquire the same type of securities that were issued and the number of Securities it intends to purchase (the "Election Notice"). The Election Notice will constitute a binding contract by the [***] or otherwiseStockholder to acquire, which has been Approved on the terms offered by the Board and/or Members, Company to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations purchasers of the Securities Exchange Act issued, up to that number of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval such that, after giving effect to the consummation of the Board and/or Supermajority Approval of Qualified Offering and the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued issuance to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities the Stockholder pursuant to this Section 2.8(f)(iii)) 4.1, the Stockholder would hold that Ownership Percentage of BHR equal to such Stockholder's Ownership Percentage immediately prior to such Qualified Offering; provided, however, in the aggregate [***] no event may a Stockholder acquire any Securities under this Section 4.1 if it would be deemed to own, by virtue of the aggregate Percentage Interests then attribution provisions of Section 544 of the Code (as modified by Section 856(h)(i)(B) of the Code) (assuming that BHR is a REIT for such purposes) and/or Section 318 of the Code (as modified by Section 856(d)(5) of the Code) (together, the "Attribution Rules") more than 9.9% of the total number of outstanding Shares and be deemed to own, by virtue of the Attribution Rules, more than 9.9% of the total number of outstanding shares of common stock of FelCor Suite Hotels, Inc. The issuance will be completed five days after the Qualified Offering or such other date to which have been Approved by BHR and the Board and/or Membersrelevant Stockholders agree, and payment will be made in immediately available funds on such completion date. Notwithstanding anything herein to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.contrary, BHR will be entitled not to

Preemptive Rights. (a) Subject If the Company proposes to clause (f) belowissue, grant or sell Common Stock or Rights, the officers Company shall first give to the Purchaser (so long as the Purchaser owns at least 500,000 Shares) and any transferee of Shares from the Purchaser then owning at least 500,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Securities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each a "Securityholder") written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than twenty (20) days after the Company's notice is given, to purchase the number of such shares of Common Stock 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 shares of Common Stock or Rights pursuant to this Section 5.4 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.4(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not solicit capital contributions issue, grant or issue any Interests sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (or Units10) in and no more than thirty (30) days after the expiration of the 20-day period referred to above, as the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (may select, and the “Notice of Proposed Issuance”) specifying Company shall notify the type and amount Securityholders of such capital contributions and Interests closing at least seven (or Units7) that Company then intends days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to issue therefor (the “Offered Interests”full extent of their Proportionate Share and, as contemplated by Section 5.4(b), all the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the material terms, including the price (cash purchase of shares of Common Stock or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers Rights shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for take place at the same price per share and in accordance with time as the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election closing of such Buyer)issuance, pay for such Offered Interests with the cash equivalent of such pricegrant or sale. (b) During If all persons entitled thereto do not exercise their preemptive rights to the [***] Business Day period commencing full extent of their Proportionate Share, the Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the remaining subject shares of Common Stock or Rights on the date terms set forth in its notice to Securityholders, unless the Company delivers is advised by its financial advisors that the remaining number or amount is too small to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuancebe reasonably sold. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to From the expiration of the [***] Period20-day period first referred to in Section 5.4(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity shares of Common Stock or Rights having the terms set forth in the Company's notice relating to such shares of Common Stock or Rights at a price and on other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Company may not issue, grant or sell shares of Common Stock or Rights in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholders rights. (c) Each Buyer The provisions of this Section 5.4 shall not apply to the following issuances of securities: (i) pursuant to an approved stock option plan, stock purchase plan, or similar benefit program or agreement for the benefit of employees of, or consultants to, the Company, where the primary purpose is not to raise additional equity capital for the Company, (ii) the issuance of Rights, or Common Stock issuable upon exercise of Rights, granted to retailers or lessors engaged in bona fide business transactions with the Company, where the primary purpose is not to raise additional equity capital for the Company, (iii) as direct consideration for the acquisition by the Company of another business entity or the merger of any business entity with or into the Company, (iv) in connection with a stock dividend, (v) upon the exercise of warrants or options, or upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby or (vi) in an underwritten public offering registered under the Securities Act if the managing underwriters advise the Securityholders in writing that the purchase up of shares of Common Stock pursuant to that percentage the preemptive rights afforded by this Section 5.4 would materially and adversely affect the marketing of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Shareoffering.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.85.4, “Excluded Securities” the following terms shall mean any Interests in have the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.corresponding meanings set forth herein:

Preemptive Rights. (ai) Subject Following the date hereof, except (x) with respect to clause the Company’s exercise of preemptive rights provided to the Company pursuant to the Partnership Agreement, which shall be governed by the Partnership Agreement, and (fy) belowdistributions or other payments paid in kind, if the officers Company proposes to issue, offer or sell any Membership Interests or other equity securities or equity-linked securities of the Company (“New Securities”) to, or, subject to Section 4.2, receive any loans at any time from, any of the Class A Members or any Affiliate of a Class A Member, then the Company, as directed by the Class A Members, shall either (1) obtain the prior written consent of the Class D Member, which consent shall not solicit capital contributions be unreasonably withheld, conditioned or issue delayed or (2) offer the Class D Member the opportunity to purchase such New Securities or participate in any such loan to the Company on a proportionate basis to the Class D Member’s Sharing Percentage at a price per New Security equal to the price per New Security at which such Membership Interests (are being issued to the Class A Members or Units) their respective Affiliates or, in the case of such a loan, on the same terms as are agreed by the Class A Member(s) or their Affiliates providing such loan to the Company. (ii) Following the date hereof, if the Company therefor unless it first delivers proposes to each Initial issue, offer or sell any New Securities to any Class A Member or any Affiliate thereof in conjunction with any merger, consolidation, sale of all or substantially all of the Company’s assets, reorganization or other business combination, then the Company, as directed by the Class A Members, shall either (each 1) obtain the prior written consent of the Class D Member, which consent shall not be unreasonably withheld, conditioned or delayed, to the issuance, offer or sale of such Initial New Securities, or (2) obtain the prior approval of such issuance, offer or sale by the Board, including approval by the majority of the Independent Committee, or (3) issue such New Securities on terms that are “fair,” with such determination of whether the terms of such New Securities are “fair” to be deemed satisfied if (A) at least 40% of such New Securities are purchased by a bona fide third party or (B) an independent financial advisory firm selected by the Board (which financial advisory firm shall not have represented the Company or the Partnership as an underwriter, placement agent or lender within the preceding 24 months) provides an opinion stating that the terms are fair, from a financial point of view, to the Company. (iii) If the Class A Members elect, on behalf of the Company, to provide preemptive rights to the Class D Member being referred in connection with the proposal to in this issue New Securities pursuant to Section 2.8 as a “Buyer”3.1(g)(i)(2) a above, then the Company shall give prompt written notice (the “Notice of Proposed IssuanceNew Issue Notice”) specifying of the type Company’s proposal to issue, offer or sell New Securities to the Class D Member. The New Issue Notice shall set forth (A) the New Securities being offered, (B) the price and amount terms, if any, upon which the Partnership proposes to issue, offer and sell the New Securities and (C) the proposed date of the closing of the issuance of such capital contributions and Interests New Securities. The Class D Member shall have fifteen (or Units15) that Company then intends to issue therefor (the “Offered Interests”), all days after receipt of the material terms, including New Issue Notice to submit a written notice (a “New Issue Exercise Notice”) to the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers Company. The Class D Member shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option elect to purchase up to all a number of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests New Securities equal to the Percentage Interest in Class D Member’s pro rata share (based on the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share ratio of the Offered Interests pursuant Class D Member’s Sharing Percentage to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all aggregate Sharing Percentages of the other Buyers a written notice (the “Oversubscription Notice”Class A Members and Class D Member) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original New Issue Notice. The New Issue Exercise Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving shall set forth the Company written notice of its election during the [***] Business Day period following its receipt portion of the Oversubscription NoticeNew Securities that the Class D Member elects to purchase. If, as a result thereof, such oversubscription elections exceed To the total number extent that the Class D Member does not elect to purchase its pro rata share of the Offered Interests available in respect to such oversubscription privilegeany proposed issuance, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager Class A Members shall have the right, until opportunity to increase their participation in such proposed issuance of New Securities in such amounts as agreed by the expiration of [***] consecutive days commencing on the first day immediately following the expiration Class A Members holding a majority of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered then-outstanding Class A Membership Interests. (fiv) Notwithstanding For the foregoingavoidance of doubt, the rights described nothing in this Section 2.8 Agreement is intended to or shall not apply be construed (a) to prohibit the Class A Members from pursuing any business opportunity in concert with the Partnership, or (b) require that any Class A Member or the Partnership offer to the Class D Member any preemptive or other participatory right in any such business opportunity, and the Class D Member hereby expressly disclaims any and all rights with respect to any such business opportunity. (v) Following the issuance of Excluded Securities. For purposes of this Section 2.8date hereof, “Excluded Securities” shall mean if at any Interests in time EIG and Tailwater fail to collectively hold Holdings LP Voting Control or Holdings GP Voting Control, the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment Class D Member’s rights pursuant to the rules Section 3.1(g)(i) and regulations Section 3.1(g)(ii) shall automatically terminate and will cease to be of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted any force and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundereffect thereafter.

Preemptive Rights. (a) Subject If, at any time after the date hereof and prior to clause (f) belowthe consummation of a Qualified Public Offering, the officers of Company wishes to issue any Units or any options, warrants or other rights to acquire Units or any notes or other Convertible Securities, other than Excluded Units (all such Units and other rights and securities other than Excluded Units, collectively, the “Equity Equivalents”), to any Person or Persons, the Company shall not solicit capital contributions promptly deliver a notice of intention to sell or otherwise issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Company’s Notice of Proposed IssuanceIntention to Sell”) specifying to each Member setting forth a description and the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all number of the material termsEquity Equivalents and any other securities proposed to be issued, the proposed purchase price and terms of sale, including the price (cash or non-cash) upon which Company proposes identity of the prospective transferee(s). Upon receipt of the Company’s Notice of Intention to issue the Offered Interests and stating that the Buyers Sell, each Member shall have the right to purchase elect to purchase, at the Offered Interests price and on the terms stated in the manner Company’s Notice of Intention to Sell, a number of the Equity Equivalents equal to the product of (i) the percentage determined by dividing the number of Common Units then owned by such Member by the number of vested Units then outstanding multiplied by (ii) the number of Equity Equivalents proposed to be issued (as described in the applicable Company’s Notice of Intention to Sell); provided that, notwithstanding anything contained herein to the contrary, if the Company is issuing Equity Equivalents together as a unit with the issuance of any debt or other equity securities of the Company or any of its Subsidiaries, then any Member who elects to purchase such Equity Equivalents pursuant to this Section 7 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 this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such applicable Company’s Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase Intention to Sell. Such election shall be made by the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant electing Member by written notice to the rules and regulations Company within ten (10) business days after receipt by such Member of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Company’s Notice of Proposed Issuance or, may instead Intention to Sell (at the election of such Buyer“Acceptance Period”), pay for such Offered Interests with the cash equivalent of such price. (b) During To the [***] Business Day period commencing on the date Company delivers extent an effective election to all purchase has not been received from any Member pursuant to subsection (a) above in respect of the Buyers Equity Equivalents proposed to be issued pursuant to the applicable Company’s Notice of Proposed Issuance (the “[***] Period”)Intention to Sell, the Buyers shall have the option to purchase up to all Company may, at its election, during a period of the Offered Interests at the same price one hundred and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to eighty (180) days following the expiration of the [***] applicable Acceptance Period, issue and sell the remaining Equity Equivalents to be issued and sold to any Person at a price and upon terms not more favorable to such Person than those stated in the applicable Company’s Notice of Intention to Sell; provided, however, that failure by any Member to exercise its option to purchase with respect to one issuance and sale of Equity Equivalents shall not affect its option to purchase Equity Equivalents in any subsequent issuance and sale. In the event the Company has not sold any Equity Equivalents covered by a Company’s Notice of Intention to Sell within such one hundred and eighty (180) day period, the Company shall not thereafter issue or sell such Equity Equivalents, without first offering such Equity Equivalents to each Member in the manner provided in this Section 7. (c) Each Buyer shall have If any Member gives the right Company notice, pursuant to the provisions of this Section 7, that such Member desires to purchase up to that percentage any Equity Equivalents, payment therefor shall be by check or wire transfer of immediately available funds, against delivery of the Offered Interests equal to securities (which securities shall be issued free and clear of any liens or encumbrances) at the Percentage Interest in executive offices of the Company then held no later than the last closing date fixed by such Buyer. The amount the Company for the sale of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 the applicable Equity Equivalents, which last closing date shall be referred no earlier than 15 business days after the date the Company delivers the applicable Company’s Notice of Intention to as its “Proportionate Share.” (d) Sell. In the event that any Buyer elects proposed sale is for a consideration other than cash, such Member may pay cash in lieu of all (but not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (bpart) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth other consideration, in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available amount determined reasonably and in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved good faith by the Board and/or Members, to represent the extent that Approval fair value of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily such consideration other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundercash.

Preemptive Rights. (a) Subject For so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 10%, the Investor will have the preemptive rights set forth in this Section 9 with respect to clause any issuance of any Common Stock or Equity-Linked Securities that are issued after the Effective Date (fany such issuance, other than those described in clauses (x) through (z) below, the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Preemptive Rights Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material termsexcept for (1) issuances solely to employees, including the price (cash or non-cash) upon which Company proposes officers, consultants, agents and directors pursuant to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms Company LTIP in the form publicly filed with the SEC prior to the Effective Date (provided that any such issuances are made in accordance with the terms, conditions and conditions specified limitations of the Company LTIP as they existed as of the date of hereof and without giving effect to any amendments or other modifications thereof after the Effective Date unless approved in such Notice writing by the Investor) or pursuant to stock incentive plans or similar plans or programs of Proposed Issuancethe Company that are approved by the Board and publicly filed with the SEC after the Effective Date, provided, that (2) sales of Common Stock pursuant to a registered and broadly distributed underwritten public offering if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest transaction was approved in accordance with the same type Company Charter Documents (including the Certificate of Designations and amount the terms of non-cash consideration [***] denotes language for which XXXXXX Telematicsthis Agreement), Inc. has requested confidential treatment pursuant (3) issuances of any securities issued as a result of a stock split, stock dividend, reclassification or similar event affecting all of the outstanding Common Stock, (4) the issuance of the Series A Preferred Stock in connection with conversion of the Note or the issuance of Common Stock in connection with the conversion of the Contingent Payment Right, or (5) shares of a Subsidiary of the Company issued to the rules and regulations Company or a wholly owned Subsidiary of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceCompany. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in If the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled at any time or from time to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) abovetime effects a Preemptive Rights Issuance, the Company shall deliver give prompt written notice to the Investor (but in no event later than ten (10) days prior to such issuance), which notice shall set forth the number and type of the securities to be issued, the issuance date, the offerees or transferees, the price per security, and all of the other Buyers a terms and conditions of such issuance, which shall be deemed updated by delivery of the final documentation for such issuance to the Investor. The Investor may, by written notice to the Company (the a “Oversubscription Preemptive Rights Notice”) specifying delivered at any time thereafter but no later than thirty (30) days after the total consummation of such Preemptive Rights Issuance, elect to purchase (or designate an affiliate to purchase) a number of Offered Interests not so purchased securities specified in such Preemptive Rights Notice (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase which number may be any number up to but not exceeding the balance of Preemptive Rights Cap Amount applicable to such Offered Interests not so purchased at the same price and Preemptive Rights Issuance), on the same terms and conditions as such Preemptive Rights Issuance (it being understood and agreed that (i) the price per security that the Investors shall pay shall be the same as the price per security set forth in the original Notice Preemptive Rights Notice, and (ii) the Investors shall not be required to comply with any terms, conditions, obligations or restrictions (including, without limitation, any non-compete, standstill or other limitations but excluding any remaining period of Proposed a transfer or lock-up restriction applicable at such time to other purchasers in such Preemptive Rights Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving ) not necessary for the Company written notice of its election during the [***] Business Day period following its receipt effectuation of the Oversubscription Noticesale or issuance of such securities). If, as a result thereof, such oversubscription elections exceed If the total number of the Offered Interests available in Investor exercises its preemptive rights hereunder with respect to such oversubscription privilegePreemptive Rights Issuance, the oversubscribing Buyers Company shall be cut back with respect (or shall cause such subsidiary to) issue to oversubscriptions the Investor (or its designated affiliate) the number of securities specified in such Preemptive Rights Notice promptly thereafter (and provided that, if the Investor shall have so notified the Company at least three (3) business days prior to the issuance date set forth in the Company’s notice, at the Investor’s election such purchase and sale shall occur on the same date as, and immediately following, the Preemptive Right Issuance). For the avoidance of doubt, in the event that the issuance of Common Stock or Equity-Linked Securities in a Preemptive Rights Issuance involves the purchase of a package of securities that includes Common Stock or Equity-Linked Securities and other securities in the same Preemptive Rights Issuance, the Investor shall have the right to acquire its pro rata basis portion of such other securities, together with its pro rata portion of such Common Stock or Equity-Linked Securities, in accordance with their relative Proportionate Shares the same manner described above (as to amount, price and other terms), or as they may otherwise agree among such oversubscribing Buyerssolely acquire the Common Stock or Equity-Linked Securities. (ec) If all of the Offered Interests have not been purchased The election by the Buyers pursuant Investor not to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable exercise its preemptive rights hereunder in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 one instance shall not apply with respect affect its right as to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderfuture Preemptive Rights Issuances.

Preemptive Rights. (a) Subject to clause For so long as a Purchaser, together with its Affiliates and, for purposes of this Section 4.22, persons who share a common discretionary investment advisor with such Purchaser, holds a Minimum Ownership Interest, if at any time after the date hereof the Company or any of its Subsidiaries makes any public or nonpublic offering or sale of any equity (fincluding Common Stock, Series C Preferred Stock, Non-Voting Common Stock or restricted stock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as, an “equity kicker”) below(including any hybrid security) (any such security, a “New Security”) (other than (i) any Common Stock, Non-Voting Common Stock or other securities issuable upon the officers exercise or conversion of any securities of the Company issued or agreed or contemplated (and disclosed to the Purchasers in writing) to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee stock options, restricted stock or other stock incentives pursuant to the Company’s stock incentive plans approved by the Board or the issuance of stock pursuant to the Company’s employee stock purchase plan approved by the Board or similar plan where stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation in all cases not to exceed in the aggregate the number of shares of Common Stock authorized and reserved for issuance under the 2019 Plan as of the date hereof (excluding employee stock options, restricted stock or other stock incentives issued under the 2003 Plan and the 2009 Plan which are outstanding as of the date hereof); or (iii) issuances of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar non-financing transaction), then that Purchaser shall not solicit capital contributions be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or issue any Interests (or Unitssales commissions) and on the same terms as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its proportionate Common Stock equivalent interest in the Company therefor unless it first delivers (or its Subsidiaries) immediately prior to each Initial Member any such issuance of New Securities. The amount of New Securities that such Purchaser shall be entitled to purchase in the aggregate shall be determined by multiplying (each such Initial Member being referred to in this Section 2.8 as a “Buyer”x) a written notice (the “Notice of Proposed Issuance”) specifying the type and total number or principal amount of such capital contributions and Interests offered New Securities by (y) a fraction, the numerator of which is the total number of shares of Common Stock then held by such Purchaser (counting for such purposes all shares of Common Stock into or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material termsfor which any securities owned by such Purchaser are directly or indirectly convertible or exercisable, including the price Series C Preferred Stock and the Non-Voting Common Stock), if any, and the denominator of which is the total number of shares of Common Stock then outstanding (cash counting for such purposes all shares of Common Stock into or nonfor which any securities owned by such Purchaser are directly or indirectly convertible or exercisable, including the Series C Preferred Stock and the Non-cash) upon which Company proposes Voting Common Stock). Notwithstanding anything herein to issue the Offered Interests and stating that the Buyers contrary, in no event shall a Purchaser have the right to purchase New Securities hereunder to the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified extent such purchase would result in such Notice Purchaser, together with any other Person whose Company securities would be aggregated with such Purchaser’s Company securities for purposes of Proposed Issuanceany bank regulation or law, providedto collectively be deemed to own, that if control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such price consists of non-cash considerationsecurities by such Purchaser) would represent more than 9.9% (or, a Buyer may purchase following the Offered Interest Bank Regulatory Approvals, 24.9% with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant respect to the rules and regulations Castle Creek) of the Voting Securities Exchange Act or more than 33.3% of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceCompany’s total equity outstanding. (b) During Notwithstanding anything in this Section 4.22 to the [***] Business Day period commencing on contrary, upon the date request of any Purchaser that such Purchaser not be issued Voting Securities in whole or in part upon the exercise of its rights to purchase New Securities, the Company delivers shall cooperate with such Purchaser to all modify the proposed issuance of New Securities to the Buyers Purchaser to provide for the Notice issuance of Proposed Issuance Series C Preferred Stock, Non-Voting Common Stock or other non-voting securities in lieu of Voting Securities; provided, however, that to the extent, following such reasonable cooperation, such modification would cause any other Purchaser to exceed its respective ownership limitation set forth in this Agreement, the Company shall, and shall only be obligated to, issue and sell to the Purchaser such number of Voting Securities and nonvoting securities as will not cause any other Purchaser to exceed its respective ownership limitation set forth in this Agreement and that the Purchaser has indicated it is willing to hold following consummation of such Offering (the “[***] Period”as defined in Section 4.23(c) below), the Buyers shall have the option and any remaining securities may be offered, sold or otherwise transferred to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified any other person or persons in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Periodaccordance with Section 4.23(e). (c) In the event the Company proposes to offer or sell New Securities (the “Offering”), it shall give each Purchaser written notice of its intention, describing the price (or range of prices), anticipated amount of New Securities, timing, and other terms upon which the Company proposes to offer the same (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed with respect to such Offering). Each Buyer such Purchaser shall have fifteen (15) Business Days from the right date of receipt of such a notice (the “Response Period”) to notify the Company in writing that it intends to exercise its rights provided in this Section 4.22 and as to the amount of New Securities such Purchaser desires to purchase, up to the maximum amount calculated pursuant to Section 4.22. Such notice shall constitute a nonbinding indication of interest of such Purchaser to purchase up to that percentage the amount of New Securities so specified at the Offered Interests equal to price and on the Percentage Interest terms set forth in the Company then held by Company’s notice to such BuyerPurchaser. The amount failure of such Offered Interests that each Buyer is entitled Purchaser to purchase respond within the Response Period shall be deemed to be a waiver of such Purchaser’s rights under this Section 2.8 4.22 only with respect to the Offering described in the applicable notice, but shall be referred to as its “Proportionate Sharenot impact any other Purchaser’s rights under this Section 4.22.” (d) In If a Purchaser exercises its rights provided in this Section 4.22, the event that any Buyer elects not to purchase its full Proportionate Share closing of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all purchase of the other Buyers a written notice (New Securities in connection with the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration closing of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back Offering with respect to oversubscriptions on which such right has been exercised shall take place within ninety (90) calendar days after the giving of notice of such exercise, which period of time shall be extended for a pro rata basis maximum of 180 days in accordance order to comply with their relative Proportionate Shares applicable Laws and regulations (including receipt of any applicable regulatory or as they may otherwise agree among shareholder approvals). Notwithstanding anything to the contrary herein, the closing of the purchase of the New Securities by a Purchaser will occur no earlier than the closing of the Offering triggering the right being exercised by such oversubscribing BuyersPurchaser. Each of the Company and such Purchaser agrees to use its commercially reasonable efforts to secure any regulatory or shareholder approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities. (e) If all In the event a Purchaser fails to exercise its rights provided in this Section 4.22 within this Response Period or, if so exercised, such Purchaser is unable to consummate such purchase within the time period specified in Section 4.23(d) above because of its failure to obtain any required regulatory or shareholder consent or approval, the Company shall thereafter be entitled (during the period of sixty (60) days following the conclusion of the Offered Interests have not been purchased by the Buyers applicable period) to sell or enter into an agreement (pursuant to which the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration sale of the [***] PeriodNew Securities covered thereby shall be consummated, if at all, within ninety (90) days from the date of such agreement) to issue sell the Offered Interests New Securities not elected to be purchased pursuant to this Section 4.22 by the Buyers such Purchaser or which such Purchaser is unable to purchase because of such failure to obtain any such consent or approval, at not less than, a price and on upon terms no more favorable in any material respect the aggregate to the purchaser(s) thereof than, the price and terms purchasers of such New Securities than were specified in the Notice Company’s notice to such Purchaser. Notwithstanding the foregoing, if such sale is subject to the receipt of Proposed Issuanceany regulatory or shareholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five (5) Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 180 days from the date of the applicable agreement with respect to such sale. If such remaining Offered Interests are In the event the Company has not issued sold the New Securities or entered into an agreement to sell the New Securities within such 60-day period (or sold and at such price and on such terms, the right to issue issued New Securities in accordance with the Notice foregoing within ninety (90) days from the date of Proposed Issuance such agreement (as such period may be extended in the manner described above for a period not to exceed 180 days from the date of such agreement)), the Company shall expire and not thereafter offer, issue or sell such New Securities without first offering such New Securities to each Purchaser in the provisions of this Agreement shall continue to be applicable to the Offered Interestsmanner provided above. (f) Notwithstanding the foregoing, the rights described in foregoing provisions of this Section 2.8 shall not apply 4.22, if a majority of the directors of the Board determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with respect the provisions of this Section 4.22 provided that (i) the purchasers of such New Securities have consented in writing to the issuance of Excluded Securities. For purposes additional New Securities in accordance with the provisions of this Section 2.84.22, “Excluded Securities” and (ii) the sale of any such additional New Securities under this Section 4.23(f) to each Purchaser shall mean be consummated as promptly as is practicable but in any Interests in event no later than 90 days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.23(f). Notwithstanding anything to the contrary herein, the provisions of this Section 4.23(f) (iother than as provided in subclause (ii) issued of this Section 4.23(f)) shall not be applicable and the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the [***] whether written direction of the applicable federal regulator of the Company or the Bank. (g) In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the [***] or otherwiseBoard; provided, which has been Approved however, that such fair value as determined by the Board and/or Members, to shall not exceed the extent that Approval aggregate market price of the Board and/or Approval securities being offered as of the Membersdate the Board authorizes the offering of such securities. (h) The Company and each of the Purchasers shall cooperate in good faith to facilitate the exercise of such Purchaser’s rights under this Section 4.22, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is secure any required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates approvals or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderconsents.

Preemptive Rights. (a) Subject to clause (f) Except as provided in Section 6.2 below, if after the officers date hereof the Company authorizes the issuance and sale of any shares of its equity securities or any securities containing options or rights to acquire any shares of capital stock or any other equity securities of the Company, the Company will first offer in writing to sell to each Shareholder a portion of such equity securities, options or rights equal to the percentage determined by dividing (i) the number of shares of capital stock then held by such Shareholder by (ii) the number of shares of capital stock outstanding (on a fully diluted basis), at the most favorable price and on the most favorable terms as such equity securities, options or rights are to be offered to any other person. For purposes of this Section 6.1, capital stock acquirable upon exercise or conversion of options or rights to acquire any shares of capital stock or any other equity securities of the Company shall not solicit capital contributions be deemed outstanding only if the applicable conversion price, exercise price or issue other acquisition price per share is equal to or less than the then current Fair Value Per Share. In the event any Interests Shareholder shall not, within ten (or Units10) in the Company therefor unless it first delivers to each Initial Member (each business days after receipt of such Initial Member being referred to in written offer, timely exercise his rights under this Section 2.8 as 6.1 to purchase a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount portion of such capital contributions and Interests equity securities, options or rights, or if after timely exercising such right shall fail timely to consummate such purchase (or Units) that Company then intends to issue therefor (the “Offered Interests”a "Non-Purchasing Shareholder"), all each other Shareholder that has fully exercised its right under this Section 6.1 to purchase such Shareholder's portion of the material termssuch equity securities, including the price options or rights and who has timely consummated such purchase (cash or non-casha "Purchasing Shareholder") upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase such Purchasing Shareholder's pro rata share (determined among all Purchasing Shareholders on the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice basis of Proposed Issuance, provided, that if such price consists their respective ownership of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations capital stock of the Securities Exchange Act Company) of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election portion of such Buyer)equity securities, pay for such Offered Interests with options or rights which the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have Non-Purchasing Shareholder had the right to purchase up to that percentage under this Article 6. Any computation of the Offered Interests equal to number of shares of equity securities, options or rights that a Shareholder has the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled right to purchase under this Section 2.8 Article 6 shall be referred rounded to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) abovenearest whole share. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice Shareholder must exercise its right purchase rights within thirty (30) days after receipt of oversubscription by giving the Company written notice from Company describing in reasonable detail the equity securities, options or rights being offered, the purchase price thereof, the payment terms and such Shareholder's percentage allotment or in the case of its election during the [***] Business Day period following its purchase by a Purchasing Shareholder of a portion of the equity securities, options or rights that a Non-Purchasing Shareholder had the right to, but did not purchase, within forty-five (45) days after receipt of the Oversubscription Noticesuch written notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the The provisions of this Agreement Section 6.1 shall continue to be applicable to terminate upon the Offered Interestsconsummation of a Public Offering (as defined in Section 9.12(e) hereof). (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause Except as set forth in subparagraph (fc) below, the officers Company and its Subsidiaries will not issue, sell or otherwise transfer for consideration to any CHS Group member (an "Issuance"), at any time after the date hereof and prior to an initial Public Offering, any Common Stock, Preferred Stock or other class of Stockholder Shares or any class of capital stock of the Company's Subsidiaries unless, at least 15 days and not more than 60 days prior to such issuance, the Company shall not solicit notifies each other Stockholder in writing of the Issuance (including the price, the purchaser thereof and the other terms thereof) and grants to each other Stockholder, the right (the "Right") to subscribe for and concurrently purchase such Common Stock, Preferred Stock, any other class of Stockholder Shares or any class of capital contributions or issue stock of the Company's Subsidiaries which are issued to any Interests CHS Group member (or Unitscollectively, the "Preemptive Stock") in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 same proportion as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held purchased by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased CHS Group member at the same price and on the same terms and conditions set forth as issued in the original Notice Issuance such that, after giving effect to the Issuance and exercise of Proposed the Right, the percentage of the Preemptive Stock immediately following such issuance owned by such holder shall equal the percentage of the outstanding Stockholder Shares or any class of capital stock of the Company's Subsidiaries as was owned by such holder prior to the Issuance on a fully diluted basis (but excluding any Stockholder Shares or any class of capital stock of the Company's Subsidiaries which are not then fully vested and, in the case of options, warrants or other rights to acquire capital stock, immediately exercisable, convertible or exchangeable for Stockholder Shares or any class of capital stock of the Company's Subsidiaries issued in such Issuance), or such lesser amount designated by such holder. Each Any Issuance will be for fair market value as determined by the Board in good faith. If the CHS Group member that is purchasing Preemptive Stock is required generally to also purchase other securities of the Company, then such Buyer who receives an Oversubscription Notice must exercise its right participating member in the Right shall also be required to purchase the same strip of oversubscription securities (on the same terms and conditions) that such CHS Group member is required to purchase. The Right may be exercised by giving such holder at any time by written notice to the Company written that is received by the Company within 10 days after receipt by such holder of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 10 days after the Company receives notice of its election during the [***] Business Day period following its receipt exercise of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed Right and concurrently with the total number closing of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing BuyersIssuance. (eb) If all For the purposes of Section 7(a), the Stockholder Shares or any class of capital stock of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration Company's Subsidiaries of [***] consecutive days commencing on the first day immediately following the expiration an employee of the [***] Period, to issue Company or any of its Subsidiaries shall be the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified Purchased Equity (as defined in the Notice of Proposed Issuance. If Executive Securities Agreements) only, if any, held by such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interestsindividual pursuant his Executive Securities Agreement. (fc) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issuances of equity securities (or securities convertible into or exchangeable for, or options to purchase, such equity securities), pro rata to all holders of Stockholder Shares, as a dividend on, subdivision of or other distribution in respect of, the Stockholder Shares in accordance with the Company's certificate of incorporation or (ii) warrants issued in connection with the [***] whether any debt financing by the [***] or otherwise, which has been Approved by Company. (d) The provisions of this Section 7 will terminate upon the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part consummation of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderinitial Public Offering.

Preemptive Rights. (a) Subject to clause (f) below, the officers Except for issuance of equity securities of the Company shall not solicit capital contributions or issue any Interests options or other rights to acquire equity securities of the Company: (or Unitsi) in connection with a registered primary public offering; (ii) to employees of the Company therefor unless it or its Subsidiaries; (iii) to any lender in connection with the incurrence of Indebtedness by the Company or any of its Subsidiaries; (iv) as payment of all or a portion of the purchase price of any business or assets thereof acquired by the Company or any of its Subsidiaries; or (v) upon exercise of any option or other right described in any of clauses (i) through (iv) above or any other option or right to acquire equity securities issued by the Company; if the Company authorizes the issuance or sale of any equity securities of the Company or any securities containing options or rights to acquire any equity securities of the Company (other than as a dividend on the outstanding Common Stock), the Company shall first delivers offer to sell to each Initial Member (Investor Holder, each such Initial Member being referred to in this Section 2.8 as XXX Xxxxxx and each Management Holder a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount portion of such capital contributions and Interests (stock or Units) that Company then intends securities equal to issue therefor (the “Offered Interests”), all percentage of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers Stockholder Shares owned by such Person. Each Person shall have the right be entitled to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (stock or securities at the election of most favorable price and on the most favorable terms as such Buyer), pay for such Offered Interests with the cash equivalent of such pricestock or securities are to be offered to any other Persons. (b) During In order to exercise its purchase rights hereunder, a Stockholder must within 15 days after receipt of written notice from the [***] Business Day period commencing on Company describing in reasonable detail the date stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company delivers to describing its election hereunder. If all of the Buyers stock and securities offered to the Notice of Proposed Issuance (the “[***] Period”)Stockholders is not fully subscribed by such holders, the Buyers remaining stock and securities shall have be reoffered by the option Company to purchase up to all the holders purchasing their full allotment pro rata (based on the number of the Offered Interests at the same price and Stockholder Shares owned by such holders) upon the same terms and conditions specified set forth in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests this paragraph, except that such holders must give written notice of its election to Company prior to the expiration purchase such reoffered stock and securities within 10 days after receipt of the [***] Periodsuch reoffer. (c) Each Buyer shall have Upon the right to purchase up to that percentage expiration of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) offering periods described above, the Company shall deliver be entitled to all of sell such stock or securities which the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests Stockholders have not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription elected to purchase up to during the balance of 90 days following such Offered Interests not so purchased at the same price and expiration on the same terms and conditions set forth in no more favorable to the original Notice of Proposed Issuancepurchasers thereof than those offered to such holders. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription Any stock or securities offered or sold by giving the Company written notice of its election during after such 90-day period must be reoffered to the [***] Business Day period following its receipt of Stockholders who have purchased their full allotment pursuant to paragraph 7(b) pro rata (based on the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to Stockholder Shares owned by such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing BuyersStockholders). (ed) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the The rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in paragraph 7 shall terminate upon the aggregate [***] consummation of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundera Public Offering.

Preemptive Rights. (a) Subject to clause (f) belowIf the Company authorizes, after the date hereof, the officers issuance or sale of any equity securities of the Company shall not solicit capital contributions or issue any Interests securities containing options or rights to acquire equity securities of the Company, in each case, other than Exempt Equity Issuances, to any Person (or Units) in the Company therefor unless it first delivers to each Initial Member (each any such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (Person, the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] PeriodAcquiring Securityholder”), the Buyers shall have the option to purchase up to all of the Offered Interests Company will, at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company least 15 days prior to the expiration issuance or sale, notify each Securityholder that is an Accredited Investor in writing of the [***] Period. price of and any material terms relating to the proposed issuance or sale (c) to the extent then known). Each Buyer shall have the right Securityholder may elect to purchase up to that percentage his, her or its Pro Rata Portion of the Offered Interests equal securities to the Percentage Interest be issued in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased issuance or sale at the same price and on the terms identified in the notice. If electing to participate, each Securityholder shall be required to purchase the same strip of securities, on the same terms and conditions set forth conditions, that the Acquiring Securityholder in the original Notice of Proposed Issuancesuch issuance is purchasing. Each Securityholder’s election to participate in any such Buyer who receives an Oversubscription Notice additional financing must exercise its right of oversubscription by giving be made in writing and be delivered to the Company written notice of its election during the [***] Business Day period following its within 15 days after such Securityholder’s receipt of the Oversubscription Notice. Ifnotice from the Company provided under this Section 4; provided that if there is a material change in the terms included in such notice, as a result thereof, such oversubscription elections exceed the total number each Securityholder will have 10 days after receipt of notice of the Offered Interests available in respect revised terms to reconfirm such oversubscription privilegeSecurityholder’s intention to invest. If after notifying the Securityholders, the oversubscribing Buyers Company elects not to proceed with the issuance or sale, any elections made by Securityholders shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersdeemed rescinded. (eb) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following Upon the expiration of the [***] Periodoffering periods described above, the Company shall be entitled to issue sell such securities which the Offered Interests Securityholders have not purchased by elected to purchase during the Buyers 180 calendar days following such expiration at a price not less than, and on other terms no more favorable in any material respect and conditions substantially similar to those offered to such Securityholders. Any securities offered or sold by the Company after such 180 day period (or, if prior to such 180-day period, at a price less than, or on other terms and conditions not substantially similar to those offered to such Securityholders) must be reoffered to such Securityholders pursuant to the purchaser(sterms of this Section 4. (c) thereof thanNotwithstanding anything herein to the contrary, if the Board determines that compliance with the time periods described in this Section 4 would not be in the best interests of the Company and its Subsidiaries because of the liquidity needs of the Company and its Subsidiaries, then, in lieu of offering any securities to the Securityholders at the time such securities are otherwise being issued or sold, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance Company may comply with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue Section 4 by making an offer to be applicable sell to the Offered Interests. (f) Notwithstanding the foregoingSecurityholders their Pro Rata Portion of such securities promptly, the rights described and in this Section 2.8 shall not apply with respect no event later than 10 days, after a sale to the issuance of Excluded SecuritiesAcquiring Securityholder is consummated. For In such event, for all purposes of this Section 2.84, “Excluded Securities” each Securityholder’s Pro Rata Portion shall mean any Interests in be determined taking into consideration the Company actual number of securities sold so as to achieve the same economic effect as if such offer would have been made prior to such sale. (d) This Section 4 shall terminate upon the first to occur of (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval consummation of a Sale of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules Company and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part the consummation of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundera Qualified Public Offering.

Preemptive Rights. (a) Subject The Company will give to clause (f) below, each Member written notice of the officers intention of the Company shall not solicit capital contributions to issue or issue sell any Interests (Shares or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice any Convertible Securities (the “Notice of Proposed IssuanceSecurities”) specifying ). Such notice will set forth the type and amount terms of such capital contributions and Interests (proposed issuance or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material termssale, including the price (cash or non-cash) upon at which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance will be issued or sold (the “[***] PeriodStated Price”), the Buyers shall have the option to purchase up to all of the Offered Interests and will be given at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company least thirty (30) days prior to the expiration issuance or sale of the [***] Period. (c) such Securities. Each Buyer shall have the right Member may elect to purchase up to that percentage of the Offered Interests Securities to be sold or issued equal to such Member’s percentage of the Percentage Interest in total number of Shares on a fully-diluted basis immediately prior to such issuance or sale. A Member may exercise such election by giving written notice thereof to the Company then held before the end of the tenth business day after receipt by such BuyerMember of the notice from the Company. The amount Such Member’s notice will state the number of Securities to be purchased pursuant to such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that election. If any Buyer Member elects not to purchase its full Proportionate Share all of the Offered Interests pursuant Securities to Sections 2.8 (a), (b) and (c) abovewhich such Member is entitled hereunder, the Company shall deliver to all will notify the Members of the other Buyers a written notice availability of such excess Securities (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered InterestsExcess Securities”) within [***] Business Days following ten (10) days after the expiration of the [***] Period set forth in Section 2.8(b) aboveabove election period. Each such Buyer shall Member will have a the right of oversubscription to elect to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription Excess Securities by giving the Company written notice of its election during within ten (10) days after the [***] Business Day period following its receipt of the Oversubscription Noticenotice from the Company. If, as a result thereofIf the Members elect to purchase hereunder an amount of Securities in excess of the number of Excess Securities, such oversubscription elections exceed Excess Securities will be allocated among the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions electing Members on a pro rata basis in accordance with their relative Proportionate based upon the proportion that the number of Shares or as they may otherwise agree among such oversubscribing Buyersowned by each electing Member bears to the number of Shares owned collectively by all the electing Members. (eb) If all a Member exercises its right of election pursuant to clause (a) above, the closing of such purchase and sale will take place within ten (10) days after the last Member gives notice of its election. At the closing, the Company will deliver to any electing Member or an Affiliate thereof (provided such Affiliate has complied with the provisions of Section 6.4), if applicable, the certificate or certificates representing the number of Securities set forth in such Member’s notice of election against payment by the Member or an Affiliate thereof, if applicable, by cash or certified or bank cashier’s check or by wire or interbank transfer of funds of the Offered Interests have Stated Price. (c) If the Members do not been purchased elect pursuant to clause (a) above to subscribe for all the Securities proposed to be issued or sold by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof thanCompany, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, Company will have the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoingsell any such Excess Securities, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean provided that any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant purchaser thereof becomes a party to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderAgreement.

Preemptive Rights. (a) Subject If the Company proposes to clause (f) belowissue any Membership Interest, the officers warrants, options or rights to purchase any Membership Interest, any security which is or may be convertible into a Membership Interest or any other equity security of the Company shall not solicit capital contributions or issue any Interests calls for additional Capital Contributions, regardless of form (or Units) in each a "COMPANY SECURITY"), other than an Exempt Issuance, the Company therefor unless it first delivers shall, prior to such issuance, deliver to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”"PREEMPTION NOTICE") specifying thereof describing the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in of such Notice of Proposed Issuanceissuance (the "PREEMPTION NOTICE TRANSACTION"). Such Members, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant by giving written notice to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead Company not later than five (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b5) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration giving of the [***] Period set forth Preemption Notice, may participate as purchasers in Section 2.8(b) above. Each the Preemptive Notice Transaction on a pro rata basis based on the proportion of such Buyer shall have a right of oversubscription to purchase up Member's Membership Interest relative to the balance amount of outstanding Membership Interests on a fully-diluted basis. The participating Members shall participate as a purchaser in such Offered Interests not so purchased at Preemption Notice Transaction for a price per Company Security equal to the same price per Company Security being paid to the Company in such issuance and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be those applicable to the Offered Interests. (f) Notwithstanding proposed purchaser in such Preemption Notice Transaction. The number of Company Securities to be issued by the foregoing, the rights described in this Section 2.8 shall not apply with respect Company to the proposed purchaser in such issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether be reduced by the [***] or otherwise, which has been Approved by number of Company Securities that the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities participating Members purchase pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to 5.4. To the extent that Supermajority Approval or Approval any Member receiving the Preemption Notice does not accept the offer to participate in the Preemption Notice Transaction, the Company may issue such Company Securities to another Person on terms no less favorable to the Company than the terms set forth in such Preemption Notice. The right of Members to participate in the Board and/or Supermajority Approval or Approval Preemption Notice Transaction is conditioned on the consummation of the Members is required hereundersuch Preemption Notice Transaction.

Preemptive Rights. (ai) Subject Except for issuances of Units in consideration of the first $40 million of funding by the Members, as set forth on Schedule I, if the Company sells or offers to clause sell any Equity Securities (f) belowincluding Units), the officers or any of its Subsidiaries sells or offers to sell any equity securities, to any Person, the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers offer to sell to each Initial Member Unitholder (each other than Excluded Unitholders (as defined below)) the number of Equity Securities or other equity securities of the Subsidiaries equal to the quotient obtained by dividing (1) the aggregate number of Units owned by such Initial Member being referred to in Unitholder, by (2) the aggregate number of Units owned by all Unitholders (such Unitholder’s “Proportional Share”); provided that no Unitholder who is not an “accredited investor” as such term is defined under the Securities Act and the rules and regulations promulgated thereunder (any such Unitholder, an “Excluded Unitholders”) shall have any rights under this Section 2.8 as a “Buyer”3.1(c). Each such Unitholder (other than Excluded Unitholders) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of shall be entitled to purchase such capital contributions and Interests (Equity Securities or Units) that Company then intends to issue therefor (the “Offered Interests”), all other equity securities of the material termsSubsidiaries, including as the case may be, at the most favorable price (cash and on the most favorable terms as such Equity Securities or non-cashother equity securities are to be offered; provided that if all Persons entitled to purchase or receive such Equity Securities are required to also purchase other securities of the Company, the Unitholders exercising their rights pursuant to this Section 3.1(c) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right also be required to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with strip of securities (on the same terms and conditions specified conditions) that such other Persons are required to purchase. The purchase price for all securities offered to such Unitholders hereunder shall be payable in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with or the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, form as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceshall be paid by any proposed purchaser. (bii) During In order to exercise its purchase rights hereunder, a Unitholder must within two calendar days after receipt of written notice from the [***] Business Day period commencing on Company describing in reasonable detail the date securities being offered, the purchase price thereof, the payment terms and such Unitholder’s Proportional Share, deliver a written notice to the Company delivers to all describing such Unitholder’s election hereunder. No later than one calendar day following the expiration of such two day period, the Company shall notify each Unitholder (other than Excluded Unitholders) in writing of the Buyers number of new securities that each such Unitholder has agreed to purchase (including, for the Notice avoidance of Proposed Issuance doubt, where such number is zero) (the “[***] PeriodOver-allotment Notice”). Each Unitholder exercising its rights to purchase its Proportional Share of new securities in full (an “Exercising Unitholder”) shall have a right of over-allotment such that if any other Unitholder (other than Excluded Unitholders) fails to exercise its right under this Section 3.1(c) to purchase its Proportional Share of the new securities (each, a “Non-Exercising Unitholder”), such Exercising Unitholder may purchase its Proportional Share of such Non-Exercising Unitholder’s allotment by giving written notice to the Buyers shall have the option to purchase up to all Company within five calendar days of receipt of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to Over-allotment Notice. (iii) Upon the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) offering periods described above, the Company shall deliver be entitled to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests sell such securities which such Unitholders have not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription elected to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period 180 calendar days following its receipt of the Oversubscription Notice. If, as such expiration at a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at price not less than, and on other terms and conditions no more favorable in any material respect to the purchaser(s) purchasers thereof than, that offered to such Unitholders. Any securities offered or sold by the price and Company after such 180-day period must be reoffered to such Unitholders pursuant to the terms specified of this Section 3.1(c). (iv) Notwithstanding anything to the contrary set forth herein, in lieu of offering any securities to the Notice of Proposed Issuance. If Unitholders at the time such remaining Offered Interests securities are not issued within such period and at such price and on such termsoffered to any Person, the right to issue in accordance Company may comply with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue Section 3.1(c) by making an offer to be applicable sell to the Offered Interests. Unitholders (fother than Excluded Unitholders) Notwithstanding the foregoingtheir Proportional Share of such securities promptly after a sale to any such Person is effected. In such event, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For for all purposes of this Section 2.83.1(c), “Excluded Securities” each Unitholder’s Proportional Share shall mean be determined taking into consideration the actual number of securities sold to any Interests in other Person so as to achieve the Company same economic effect as if such offer would have been made prior to such sale. (iv) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval The rights of the Board and/or Approval Unitholders under this Section 3.1(c) shall terminate upon the consummation of a Sale of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderCompany.

Preemptive Rights. (a) Subject to clause (f) below, In the officers of event the Company shall not solicit capital contributions or proposes to issue any Membership Interests (or Units) rights or options to acquire Membership Interests), or accept any additional Capital Contributions by the Members, or engage in any other equity financing to which the Company therefor unless it first delivers may be a party (a “New Equity Issuance”), such New Equity Issuance shall be upon such terms and conditions (including valuation and pricing) as may be determined by the Board of Managers, subject to each Initial Member (each such Initial Member being referred to in the remaining provisions of this Section 2.8 as 13.1. In the event the Company proposes a “Buyer”) a New Equity Issuance, the Company will give written notice (the each, an “Notice of Proposed IssuanceEquity Sale Notice”) specifying to each Class A Member at least twenty (20) days prior to the type and amount closing of such capital contributions transaction, describing the transaction to be entered into by the Company, including (i) the percentage and Interests class (or Unitsand the rights, powers and preferences, if different from the then outstanding Membership Interests) of the New Equity Issuance that the Company then intends proposes to issue therefor (the “Offered InterestsProposed Equity”), all of the material terms, including (ii) the price (cash or non-cash) and terms upon which the Company proposes to issue the Offered Interests Proposed Equity, and (iii) the amount of Proposed Equity that such Member is entitled to purchase, and the aggregate purchase price therefore. Each Class A Member shall have the right, but not the obligation, to purchase Proposed Equity, at the price and on the other terms set forth in the Equity Sale Notice, in an amount not to exceed such Class A Member’s pro rata share of such Proposed Equity. Each Class A Member will have ten (10) days after the date of receipt of any Equity Sale Notice to (i) agree to purchase all or any portion of such Proposed Equity pursuant to its preemptive rights, for the price and upon the terms specified in the Equity Sale Notice by giving written notice to the Company and stating that therein its decision and the Buyers quantity of Proposed Equity to be purchased; or (ii) decline to exercise its preemptive rights with respect to such issuance of Proposed Equity. If a Class A Member does not exercise its preemptive rights within such ten (10) day period, then such Class A Member shall be deemed to have waived its preemptive rights with respect to such New Equity Issuance. If a Class A Member exercises its preemptive rights, it shall promptly take all steps described in the Sale Notice to effectuate its purchase of the Proposed Equity covered thereby. Any remaining Proposed Equity not elected to be purchased by the end of such ten (10) day period shall be reoffered for a ten (10) day period to the Class A Members who have elected to purchase the Proposed Equity. Such electing Class A Members shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations additional portion of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with remaining Proposed Equity in an amount up to such electing Class A Member’s pro rata share (based on the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election Class A Percentage Interests of such Buyer), pay for such Offered Interests with electing Class A Members) of the cash equivalent of such priceremaining Proposed Equity. (b) During the [***] Business Day period commencing on the date The Company delivers to all will have sixty (60) days following expiration of the Buyers periods provided in subsection (a) above to sell the Notice of Proposed Issuance (Equity as to which the “[***] Period”)Class A Members’ preemptive rights were not exercised, the Buyers shall have the option to purchase up to all of the Offered Interests at the same a price and upon the same such other terms and conditions as are specified in the Notice of Equity Sale Notice. In the event the Company has not sold such Proposed Issuance. Each Buyer electing Equity within said 60-day period or desires to purchase Offered Interests must give written notice of its election to sell such Proposed Equity on terms that materially differ from those described in the Equity Sale Notice, the Company prior to will not thereafter issue or sell the expiration of the [***] PeriodProposed Equity without again complying with this Section 13.1. (c) Each Buyer The foregoing preemptive rights shall have not apply to: (i) Membership Interests offered in connection with a public offering; (ii) Membership Interests issued to the right seller or its equity holders in connection with any acquisition, merger, joint venture, or similar transaction, the terms of which are approved by the Board of Managers; (iii) Membership Interests (or rights or options to purchase up acquire Membership Interests) issued to that percentage financial institutions or similar Persons in connection with credit arrangements, debt financings or similar debt transactions, the terms of which are approved by the Board of Managers; or (iv) Class B Membership Interests issued to certain employees, directors, managers, officers or agents of the Offered Interests equal Company or its Affiliates, as determined by the Board of Managers from time to time, in an amount not to exceed ten percent (10%) of the aggregate Class B Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate ShareInterests.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a)For clarification purposes, (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) the preemptive rights will not apply to debt securities issued in connection with the [***] whether by the [***] Company in any loan transaction or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval other debt financing of the Board and/or Approval of the MembersCompany, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued the Class B Members shall not have any preemptive rights in their capacities as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Class B Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. Until such time as the Xxxxxxxxx Family collectively holds less than twenty percent (a20%) Subject to clause (f) below, of the officers outstanding equity securities of the Company shall not solicit capital contributions or issue any Interests (or Units) in on a fully-diluted basis, and subject to the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in this Section 3, each time the Company proposes to offer any shares, or securities convertible into, or exchangeable or exercisable for shares, of its capital stock in a private placement (a "Private Placement") to any or all of the original purchasers of the Company's former Series A Convertible Preferred Stock issued on November 21, 1996 or their respective affiliates (the "Institutional Holders"), which preferred stock was converted into shares of Company common stock (the "Common Stock") at the time of the Company's initial public offering, the Company shall make an offering of such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase securities to the Offered Interest Xxxxxxxxx Family in accordance with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematicsfollowing provisions: (a) The Company shall deliver a notice ("Notice") to Xxxxxxx Xxxxxxxxx, Inc. has requested confidential treatment pursuant to the rules and regulations as representative of the Securities Exchange Act of 1934Xxxxxxxxx Family, as amended. Confidential portions have been omitted and have been filed separately with stating (i) the Securities and Exchange Commission. described in Company's bona fide intention to offer such Notice of Proposed Issuance orsecurities, may instead (at ii) the election number of such Buyer)securities to be offered, pay for and (iii) the price and terms, if any, upon which it proposes to offer such Offered Interests with the cash equivalent of such pricesecurities. (b) During By written notification received by the [***] Business Day period commencing Company within fifteen (15) calendar days after receipt of the Notice, the Xxxxxxxxx Family may elect to collectively purchase or obtain, at the price and on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice Notice, up to that portion of Proposed Issuance. Each Buyer electing the securities to purchase Offered Interests must give written notice be purchased collectively by the Institutional Investors which equals the proportion that the number of its election to Company prior shares of Common Stock then held by the Xxxxxxxxx Family bears to the expiration total number of shares of Common Stock then collectively held by those Institutional Investors purchasing securities in the [***] PeriodPrivate Placement and the Xxxxxxxxx Family. (c) Each Buyer shall have the right If all securities referred to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer Notice which the Xxxxxxxxx Family is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests obtain pursuant to Sections 2.8 (a), (bSection 3(b) and (c) aboveare not elected to be purchased by the Xxxxxxxxx Family, the Company shall deliver to all of may, during the other Buyers a written notice sixty (the “Oversubscription Notice”60) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days day period following the expiration of the [***] Period set forth notice provision provided in Section 2.8(b3(b) above. Each such Buyer shall have a right of oversubscription to purchase up to hereof, offer the balance remaining unsubscribed portion of such Offered Interests not so purchased securities to any person or persons at the same a price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on upon terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms offeree than those specified in the Notice of Proposed IssuanceNotice. If the Company does not enter into an agreement for the sale of such remaining Offered Interests are not issued securities within such period and at period, or if such price and on such termsagreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to issue be revived and such securities shall not be offered unless first re- offered to the Xxxxxxxxx Family in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interestsherewith. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause (f) below, In the officers event of any sale of equity securities of the Company shall not solicit capital contributions or issue any Interests of its Subsidiaries, or any securities (including rights, options or Unitswarrants) in convertible into or exchangeable or exercisable for equity securities of the Company therefor unless it first delivers or any of its Subsidiaries, at any time and from time to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on time after the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) abovehereof, the Company shall deliver to all first offer in writing, accompanied by a description of the other Buyers a written notice purpose of such offering and intended uses of the proceeds from such offering, (the “Oversubscription Preemptive Rights Notice”) specifying to sell to each Member in respect of its Class A Common Units a portion of such securities equal to the quotient obtained by dividing (x) the sum of the number of Class A Common Units held by such Class A Common Unitholder, by (y) the sum of the total number of Offered Interests Class A Common Units. If all such securities are not so purchased subscribed to by Members in writing delivered to the Company within ten business days after the date of delivery of the Preemptive Rights Notice, the unsubscribed equity securities will be reoffered on the terms set forth above one or more times in writing (the each, a “Remaining Offered InterestsReoffer Notice”) to the Members who subscribed to the maximum number to which they were entitled pursuant to the preceding offering round, and each such Member shall be entitled to purchase a pro rata share of such available securities by so notifying the Company in writing within [***] Business Days following three business days after the expiration date of delivery of the [***] Period set forth in Section 2.8(b) aboveapplicable Reoffer Notice, until all such securities have been subscribed to or no Member desires to subscribe to the remaining offered securities. Each such Buyer Member shall have a right of oversubscription be entitled to purchase up or receive such securities at the most favorable price and on the most favorable terms that such securities are to be offered to any other Person, and the Company may not offer any securities to any Person at a price or on terms more favorable to the balance of offerees thereof than those on which such Offered Interests not so purchased securities were offered to the Members unless such securities are first offered to the Members at the same such more favorable price and on such more favorable terms; provided that notwithstanding the foregoing, in the event that the Company is issuing more than one type or class of securities in connection with such issuance, each Member participating in such issuance shall be required to acquire such Member’s pro rata portion (as determined above) of all such types and classes of securities. Such securities specified in the Preemptive Rights Notice and the Reoffer Notice that are not purchased by Members pursuant to the terms of this Section 2.2(d) may be issued and sold by the Company to the offerees thereof (on terms no more favorable to the offerees than the terms offered in such Notices) within 90 days of the date of the Preemptive Rights Notice. Any securities not issued within such 90-day period will be subject to the provisions of this Section 2.2(d) upon subsequent issuance. Notwithstanding the foregoing, if the Board determines that it should, in the best interests of the Company, issue equity securities that would otherwise be required to be offered under this Section 2.2(d) prior to their issuance, it may issue such equity securities without first complying with the foregoing paragraph; provided that, within thirty (30) days after such issuance, it offers each Member, in respect of its Class A Common Units the opportunity to purchase, on the same terms and conditions set forth in at the original Notice same price as applicable to such issuance, the number of Proposed Issuanceequity securities that would enable such Member to maintain the same Percentage Interest it had prior to the issuance of equity securities pursuant to this paragraph. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving If the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back makes any distribution with respect to oversubscriptions on equity securities issued under this paragraph before the other Members have purchased such equity securities pursuant to this paragraph, then such other Members that purchase such equity securities shall be entitled to a pro rata basis in accordance with their relative Proportionate Shares or proportionate distribution upon the closing of such purchase as they may otherwise agree among if such oversubscribing Buyers. (e) If all equity securities were outstanding at the time of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager original distribution. The Members agree that each Member shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Periodin its, her or his sole discretion, to issue the Offered Interests not purchased by the Buyers at not less thanassign, and on terms no any one or more favorable in occasions, all or any material respect to the purchaser(s) thereof thanportion of its, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the her or his rights described in under this Section 2.8 shall not apply with respect 2.2(d) to the issuance any one or more of Excluded Securities. For purposes of this Section 2.8its, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] her or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderhis Affiliates.

Preemptive Rights. (a) Subject If the Company proposes to clause (f) belowissue, the officers of grant or sell common stock, preferred stock, other equity securities or Rights, the Company shall not solicit capital contributions first give to each Purchaser and any transferee of Shares from the Purchaser (each a "SECURITYHOLDER") written notice setting forth in reasonable detail the price and other terms on which such equity securities or issue Rights are proposed to be issued, granted or sold, the terms of any Interests such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than 15 days after the Company's notice is given, to purchase the lesser of (i) such Securityholder's Proportionate Share of the number of such equity securities or UnitsRights that are proposed to be issued, granted or sold and (ii) the product of: (x) the number of such equity securities or Rights that are proposed to be issued, granted or sold minus the number of such equity securities or Rights purchased by the parties to the Stockholders' Agreement pursuant to their respective preemptive rights contained in Sections 4.2 and 4.3 thereof and (y) a fraction equal to the number of Shares held by such Securityholder as of the date notice delivered pursuant to this section divided by the total number of issued and outstanding Shares held by all Securityholders. Any such purchase by any Securityholder shall be at the price and on the other terms set forth in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as Company's notice. Any notice by a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have Securityholder exercising the right to purchase equity securities or Rights pursuant to this Section 5.1 shall constitute an irrevocable commitment to purchase from the Offered Interests Company the equity securities or Rights specified in such notice, subject to the manner specified maximum set forth in this paragraph. If the Securityholders exercise their preemptive rights set forth in this Section 2.8 for 5.1(a) to the full extent of their rights set forth in this Section 5.1(a), then the closing of the purchase of equity securities or Rights by Securityholders shall take place on such date, no less than ten and no more than 60 days after the expiration of the 15-day period referred to above, as the Company may select, and the Company shall notify the Securityholders of such closing at least seven days prior thereto. If all Persons entitled thereto do not exercise their preemptive rights to the full extent of such preemptive rights and, as contemplated by Section 5.1(b), the Company shall issue, grant or sell equity securities or Rights to persons other than Securityholders and the parties to the Stockholders Agreement, then the closing of the purchase of such equity securities or Rights shall take place at the same price per share and in accordance with time as the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election closing of such Buyer)issuance, pay for such Offered Interests with the cash equivalent of such pricegrant or sale. (b) During The Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the [***] Business Day period commencing remaining subject equity securities or Rights on the date terms set forth in its notice to Securityholders, unless the Company delivers is advised by its financial advisors that the remaining number or amount is too small to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuancebe reasonably sold. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to From the expiration of the [***] Period15-day period first referred to in Section 5.1(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity equity securities or Rights having the terms set forth in the Company's notice relating to such equity securities or Rights at a price and on other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Company may not issue, grant or sell equity securities or Rights in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholders and the parties to the Stockholders Agreement pursuant to Sections 4.2 and 4.3 thereof. (c) Each Buyer The rights set forth in this Section 5.1 shall have the right to purchase up to that percentage terminate upon successful consummation of the Offered Interests equal to the Percentage Interest in a firm commitment underwritten initial public offering of Common Stock by the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled pursuant to purchase an effective registration statement under this Section 2.8 shall be referred to as its “Proportionate Sharethe Securities Act.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the The provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 5.1 shall not apply with respect to the issuance following issuances of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company securities: (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to an approved employee stock option plan, stock purchase plan, or similar benefit program or agreement, where the rules and regulations of primary purpose is not to raise additional equity capital for the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunderCompany, (ii) issued as part direct consideration for the acquisition by the Company of an [***] and another business entity or the merger of any business entity with or into the Company, in each case provided that the transaction is approved by the vote of a majority of the outstanding Shares, (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangementsa stock split or dividend or a recapitalization or reorganization of the Company, equipment financingsin each case provided that the transaction is approved by the vote of a majority of the outstanding Shares, (iv) upon the exercise of warrants or options, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby or, (including all prior issuances of Interests (or Unitsv) that are Excluded Securities securities issued pursuant to this Section 2.8(f)(iii)Agreement at any Closing, (vi) securities issued in an underwritten public offering registered under the aggregate [***] Securities Act, provided that such offering is approved by a vote of a majority of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderShares.

Preemptive Rights. (a) Subject to clause (f) below, the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in this Section 2.1, the Company hereby grants to each Investor a right to participate in future issuances by the Company of its Shares (as hereinafter defined) in accordance with this Section 2.1. Nothing contained in this Section 2.1 shall limit the Company's ability to negotiate the terms and conditions of such Notice of Proposed Issuance, provided, that if future issuances with third parties so long as the transactions relating to such price consists of non-cash consideration, a Buyer may purchase issuances are not consummated until the Offered Interest Company has complied with the same type and amount provisions set forth herein. Each time the Company proposes to offer or sell any shares of, or securities convertible into or exercisable for any shares of, any class of non-cash consideration [***] denotes language for which XXXXXX Telematicsits capital stock ("Shares"), Inc. has requested confidential treatment pursuant the Company shall offer such Shares to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately each Investor in accordance with the Securities and Exchange Commission. described in following provisions: (a) The Company shall deliver a notice by certified mail (a "Notice") to each Investor stating (i) its bona fide intention to offer or sell such Notice of Proposed Issuance orShares, may instead (at ii) the election number of such Buyer)Shares to be offered or sold, pay for and (iii) the price and terms, if any, upon which it proposes to offer or sell such Offered Interests with the cash equivalent of such priceShares. (b) During Within five (5) Business Days after delivery of the [***] Business Day period commencing Notice, each Investor may elect to purchase or obtain, at the price and on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice Notice, up to that portion of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice such Shares which equals the proportion that the sum of its election to Company prior the number of shares of Common Stock plus the number of shares of Common Stock issuable upon exercise of the Warrants, in each case, then held by such Investor bears to the expiration total number of the [***] Periodshares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). (c) Each Buyer shall have The Company may, during the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” ninety (d90) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days day period following the expiration of the [***] Period set forth period provided in Section 2.8(b2.1(b) above. Each such Buyer shall have a right of oversubscription to purchase up to hereof, offer the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt remaining unsubscribed portion of the Oversubscription Notice. If, as Shares to any Person or Persons at a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at price not less than, and on upon terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms offeree than those specified in the Notice of Proposed IssuanceNotice. If such remaining Offered Interests are the Company does not issued enter into an agreement for the sale of the Shares within such period and at period, or if such price and on such termsagreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to issue be revived and such Shares shall not be sold unless reoffered to each Investor in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interestsherewith. (fd) Notwithstanding the foregoing, the The preemptive rights described in this Section 2.8 2.1 shall not apply with respect be applicable (i) to the issuance or sale by the Company of any of its capital stock pursuant to any benefit, option, restricted stock, stock purchase or similar plans or arrangements, including pursuant to or upon the exercise of option rights, warrants or other securities or agreements, (ii) to or after consummation of any underwritten public offering or any other public offering by the Company in which shares are offered at market price, (iii) to the issuance of Excluded Securities. For purposes securities pursuant to the conversion or exercise of this Section 2.8convertible or exercisable securities, “Excluded Securities” shall mean any Interests in (iv) to the Company (i) issued issuance of securities in connection with a bona fide business acquisition of or by the [***] Company, whether by the [***] merger, consolidation, sale of assets, sale or exchange of stock or otherwise, which has been Approved by the Board and/or Members, (v) to the extent that Approval issuance of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued securities to financial institutions, financial syndicates institutions or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions transactions, which issuances are primarily for primarily other than equity financing purposes not exceeding cumulatively purposes, or (including all prior issuances of Interests vi) to any issuance in connection with a stock split, reverse stock split, reclassification, recapitalization, consolidation, merger or similar event. (or Unitse) that are Excluded Securities pursuant to The agreements and covenants contained in this Section 2.8(f)(iii)) in 2 shall terminate on the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderCessation Date.

Preemptive Rights. (a) Subject If a Member intends to clause (f) belowTransfer all or any part of its Ownership Interest, the officers or an Affiliate of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers a Member intends to each Initial Transfer Control of such Member ("Transferring Entity"), such Member shall promptly notify each such Initial other Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including intentions. The notice shall state the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same all other pertinent terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act intended Transfer, and shall be accompanied by a copy of 1934the offer or the contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). The other Member or Members, as amended. Confidential portions applicable, shall have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead sixty (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b60) During the [***] Business Day period commencing on days from the date Company delivers such notice is delivered to all of notify the Buyers Transferring Entity (and the Notice of Proposed Issuance (Member if its Affiliate is the “[***] Period”), Transferring Entity) whether it elects to acquire the Buyers shall have the option to purchase up to all of the Offered Interests offered interest at the same price and upon the same terms and conditions specified (or its monetary equivalent in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (ccash or currency) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth as stated in the original Notice of Proposed Issuancenotice. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilegeIf there are more than two (2) Members, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager non-Transferring Entity Members shall have the rightright to acquire the offered interest pro rata, until and if a non-Transferring Entity Member elects not to acquire its proportionate share of the expiration offered interest, the other non-Transferring Entity Members shall have the right to do so. If the non-Transferring Entity Members elect to acquire the offered interest, their acquisition of [***] consecutive the offered interest shall be consummated promptly. 1.1 If the non-Transferring Entity Member or Members, as applicable, fail to so elect within the period provided for above, the Transferring Entity shall have ninety (90) days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and to consummate the Transfer to a third party at such a price and on such termsxxxxx no less favorable to the Transferring Entity than those offered by the Transferring Entity to the non-Transferring Entity Member or Members, as applicable, in the aforementioned notice. 1.2 If the Transferring Entity fails to consummate the Transfer to a third party within the period stated above, the preemptive right and the correlative obligation of the Transferring Entity in respect of such offered interest shall be deemed to issue be revived. Any subsequent proposal to Transfer such interest shall be conducted in accordance with all of the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described procedures stated in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderSection.

Preemptive Rights. (a) Subject to clause Except as set forth in subsection (fb) below, the officers of Company will not issue, sell or otherwise transfer to the Company shall not solicit Xxxx Stockholders or the Bear Xxxxxxx Stockholders (an "Issuance") at any time prior to a Public Offering, any capital contributions -------- stock or issue any Interests debt securities (or Unitssecurities convertible into or exercisable or exchangeable for capital stock or debt securities) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”)unless, all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company least 15 days prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) aboveIssuance, the Company shall deliver to all notifies each holder of Executive Stock in writing of the Issuance (including the price, the purchasers thereof and the other Buyers a written notice terms thereof) and grants to each holder of Executive Stock, the right (the “Oversubscription Notice”"Right") specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have to subscribe for and purchase a right of oversubscription to purchase up to the balance portion of such Offered Interests not ----- additional shares or other securities so purchased issued at the same price and on the same terms and conditions set forth as issued in the original Notice Issuance equal to the quotient determined by dividing (1) the number of Proposed Issuance. Each fully diluted shares of Class A Common and Class B Common held by such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription holder by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed (2) the total number of shares of Class A Common and Class B Common outstanding on a fully diluted basis. Notwithstanding the Offered Interests available in respect foregoing, if all Persons entitled to purchase or receive such oversubscription privilegestock or securities are required to also purchase other securities of the Company, the oversubscribing Buyers holders of capital stock exercising their Right pursuant to this Section shall also be cut back required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The Right may be exercised by such holder at any time by written notice to the Company received by the Company within 10 days after receipt by such holder of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur not less than 10 days after the Company receives notice of the exercise of the Right and concurrently with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersthe closing of the Issuance. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (fb) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply with to (i) issuances of capital stock or debt securities (or securities convertible into or exchangeable for, or options to purchase, capital stock or debt securities), pro rata to all holders of any class of Stock, as a dividend on, subdivision of or other distribution in respect to of, such class of capital stock, (ii) conversions or exchanges of one class or form of capital stock into another class or form of capital stock, (iii) issuances of capital stock upon exercise of any debt security issued by the Company, or (iv) the issuance of Excluded Securities. For purposes of this Section 2.8capital stock (or securities convertible into or exchangeable for, “Excluded Securities” shall mean any Interests in the Company (ior options to purchase, capital stock) issued on customary, arm's length terms in connection with the [***] whether provision by the [***] Xxxx Stockholders or otherwise, which has been Approved by the Board and/or Members, Bear Xxxxxxx Stockholders of debt financing to the extent that Approval Company or its Subsidiaries. (c) The provisions of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in 12 will terminate upon the aggregate [***] consummation of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval a Public Offering or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderupon a Xxxx Exit.

Preemptive Rights. ‌ (aA) Subject During the Investor Approval Period, other than upon (w) any issuances from the Partnership’s equity incentive plans in effect from time to clause time, (fx) belowthe conversion of the Class B Units, (y) adjustments pursuant to Section 5.12(b)(ix) or (z) the issuance of (1) General Partner Units pursuant to Section 5.2(b), (2) Units pursuant to the Unit Purchase Agreement, (3) the CEI Class B Units and (4) the CTPL Class B Units, the officers of the Company Partnership shall not solicit capital contributions issue or issue transfer any Interests (or Units) Equity Securities other than in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in compliance with this Section 2.8 as 5.12(b)(vii), Section 5.8 and Section 5.12(b)(ix). If at any time the Partnership wishes to issue or transfer to any Person any Equity Securities, the Partnership shall (1) promptly, but not later than ten (10) days prior to the planned date of any such issuance or transfer, deliver a “Buyer”) a written notice of such proposed issuance or transfer to the Purchaser (the “Notice of Proposed IssuanceEquity Securities Notice”) specifying and (2) promptly deliver a notice to the type and amount Purchaser of approval of such capital contributions and Interests issuance or transfer by the Board of Directors. The Equity Securities Notice shall include (or Unitsx) that Company then intends to issue therefor (the “Offered Interests”), all a description of the Equity Securities, (y) the identity of the proposed recipient(s) of the Equity Securities if such proposed recipient(s) have been identified and (z) a description of the consideration and material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, upon which the proposed issuance or transfer is being made (provided, that if in no event shall such price consists of non-cash consideration, a Buyer may purchase terms and conditions include matters that would violate the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment Purchaser’s rights pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyerthis Section 5.12(b)(vii)), pay for such Offered Interests together with the cash equivalent a copy of such priceany written agreements relating thereto. (bB) During the [***] Investor Approval Period, the Purchaser and the General Partner (in connection with the exercise of any rights of the General Partner pursuant to Section 5.8 (each an “Electing Party”) shall have an option for a period of three (3) Business Day period commencing on Days from the date Company delivers to all that the Board of Directors approves the issuance of the Buyers the Notice of Proposed Issuance (the “[***] Period”)Equity Securities, the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 which shall be referred no sooner than 13 days from the Equity Securities Notice, to as its “Proportionate Share.” (d) In the event that any Buyer elects not elect to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a)purchase, (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same material terms and conditions as described in the Equity Securities Notice, some or all of the offered Equity Securities in an amount up to the Electing Party’s Preemptive Share, by delivering to the Partnership irrevocable written notice within such period setting forth the number of Equity Securities which the Electing Party wishes to purchase and an undertaking to pay in full at closing the purchase price for such Equity Securities.‌ (C) If the General Partner does not exercise its right set forth in Section‌ 5.8 and this Section 5.12(b)(vii) to purchase its Preemptive Share of the Equity Securities stated in the Equity Securities Notice, then the Purchaser shall have an option for a period of three (3) Business Days after the Purchaser’s receipt of notice that the General Partner has not exercised all or any portion of such right to elect to purchase an additional amount of such Equity Securities up to the aggregate amount of offered Equity Securities not committed to be purchased by the General Partner. The Purchaser desiring to exercise its option set forth in this Section 5.12(b)(vii)(C) shall deliver irrevocable written notice to the Partnership within such three (3) Business Day period setting forth the number of Equity Securities which the Purchaser wishes to purchase and an undertaking to pay in full at closing the purchase price for such Equity Securities. (D) The closing of the Equity Securities offered pursuant to the Equity Securities Notice shall occur concurrently with the closing of the offering contemplated in the Equity Securities Notice. The Purchaser shall pay the same‌ amount per Equity Security that the Partnership would receive from the underwriters (to the extent the Equity Securities are contemplated being sold pursuant to an underwritten sale) in connection with any exercise of its preemptive rights pursuant to Section 5.8 and this Section 5.12(b)(vii). (E) Any Equity Securities for which the Purchaser or the General Partner, as applicable, has not elected to purchase following the expiration of the applicable period(s) set forth in Section 5.12(b)(vii)(C) and Section 5.12(b)(vii)(D) may be sold or transferred to the proposed recipient(s) on substantially the same terms and conditions set forth in the original Equity Securities Notice at any time during the period ending ninety (90) days after termination of Proposed Issuancethe later of such applicable period. Each Any Equity Securities that the Partnership desires to issue or transfer following such Buyer who receives an Oversubscription ninety (90) day period or not on substantially the same terms and conditions set forth in the Equity Securities Notice must exercise be offered to the Purchaser and the General Partner and its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as Affiliates with a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers new Equity Securities Notice pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii5.12(b)(vii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause (f) belowSection 8.01, if the officers Company or AOL proposes to issue any new Equity Securities of the Company shall not solicit capital contributions or issue any Interests AOL (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests to any Person (or Units) that Company then intends to issue therefor (the “Offered Interests”including any Member), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers each Member a written notice (the a “Oversubscription Subscription Notice”) specifying describing the total number terms of Offered Interests not so purchased such Proposed Issuance (including a detailed description of the terms, amount and price of the Equity Securities proposed to be issued, and other material terms, conditions and limitations of such Proposed Issuance) at least 60 calendar days prior to the closing date of such Proposed Issuance (the “Remaining Offered InterestsSubscription Period”). Notwithstanding the foregoing, no Member shall be entitled to exercise participation rights under this Section 5.03 if the consideration for the Proposed Issuance is (i) all or substantially all of the assets of an operating business or (ii) Equity Securities that in the aggregate convey a majority of the ordinary voting power of an entity all or substantially all of the assets of which are utilized in an operating business. (b) Each Member shall have the option, exercisable at any time during the first 45 calendar days of the Subscription Period by delivering a written notice (a “Participation Notice”) to the Company within [***] Business Days following the expiration such 45 day period, to subscribe for any amount of such Equity Securities up to such Member’s existing Percentage Interest of the [***] Period set forth Equity Securities proposed to be issued in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and Proposed Issuance on the same terms and conditions set forth in and subject to the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving same agreements and for the Company written notice of its election during the [***] Business Day period following its receipt same consideration, as those of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed Proposed Issuance (subject to the total number of the Offered Interests available exceptions indicated in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing BuyersSections 5.03(c) and 5.03(d)). (ec) If all If, subject to the last sentence of Section 5.03(a), the consideration to be paid in the Proposed Issuance includes consideration other than cash, only the Google Entities shall be entitled to exercise participation rights under this Section 5.03 and may elect to pay the cash equivalent value of such non-cash consideration for the Equity Securities. The cash equivalent value of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to non-cash consideration will be applicable to the Offered Interests.determined as follows: (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with In the [***] whether by event that such non-cash consideration consists of any publicly-traded securities, such securities shall be valued as follows: (A) if the [***] securities are then traded on an Eligible Exchange (or otherwisea similar national quotation system), which has been Approved by then the Board and/or Members, value of the securities shall be deemed to be the VWAP of the securities on such exchange or system over the 10 trading day period ending five trading days prior to the extent that Approval closing of the Board and/or Approval Proposed Issuance; and (B) if the securities are actively traded over-the-counter, then the value of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant securities shall be deemed to be the rules and regulations VWAP of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with securities over the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.10 trading

Preemptive Rights. (a) Subject If, at any time prior to clause (f) belowa Qualified Offering, the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue any securities to any person or entity (other than pro rata issuances of securities to all holders of common stock, issuances of Options to employees and issuances of common stock pursuant to Options and Convertible Securities described on schedule 3.2.7 to the Offered Interests and stating that the Buyers Series B Purchase Agreement) (a "Proposed Issuance"), each holder of shares of Preferred Stock or common stock issued upon conversion thereof shall have the right (which the holder may exercise in whole or in part) to purchase purchase, upon the Offered Interests same terms, a proportionate quantity of those securities in the manner specified proportion that the aggregate number of shares of common stock (assuming exercise of all Warrants (as defined in this Section 2.8 for the same price per share Series A Investment Agreement and that certain Note Purchase Agreement (the "Note Purchase Agreement") dated as of June 28, 1994 relating to the Company's 15% Convertible Notes due December 31, 1994) and Warrants (as defined in accordance with the same terms Series B Purchase Agreement) and conditions specified conversion of all Preferred Stock) then beneficially owned (as that term is used in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of under the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted ) and have been filed separately with that were acquired under either the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”)Series A Investment Agreement, the Buyers shall have Series B Purchase Agreement or the option Exchange Agreement by that party bears to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased shares of common stock (assuming exercise of all Warrants (as defined in the “Remaining Offered Interests”Series B Purchase Agreement, Series A Investment Agreement and Note Purchase Agreement)) within [***] Business Days following the expiration and conversion of all Preferred Stock) of the [***] Period set Company then beneficially owned and that were acquired under such Investment Agreement, Exchange Agreement and Purchase Agreement by all holders of shares of Preferred Stock or common stock issued upon conversion thereof. The Company shall give notice to each holder setting forth in Section 2.8(b) above. Each such Buyer the identity of the proposed purchaser and the time, which shall have a right of oversubscription to purchase up not be fewer than 45 days and not more than 60 days, within which, and the terms upon which, each holder may elect, by written notice given to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice Company's notice to each holder, to purchase the securities, which terms shall be the same as the terms upon which the proposed purchaser may purchase the securities. If there is any change in any terms of the Proposed Issuance Issuance, the holders shall expire have no further rights with respect to that Proposed Issuance, and the provisions of this Agreement section 8 shall continue to be applicable again apply to the Offered Interests. Proposed Issuance, as so changed, as if the Proposed Issuance, as so changed, were being proposed initially as the Proposed Issuance. If any holder (fa "Shortfall Purchaser") Notwithstanding wishes to purchase a quantity of securities greater than the foregoingholder's proportionate quantity and any other holder wishes to purchase fewer than that holder's proportionate quantity of securities (a "Shortfall"), the rights described Shortfall Purchaser may (in this Section 2.8 shall not apply accordance with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent an election that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment may be made pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (iiCompany's notice to each holder) issued as part of an [***] and (iii) issued elect to financial institutions, financial syndicates purchase any or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved amount of all the Shortfalls in the proportion that the amount of Shortfalls specified by the Board and/or Members, Shortfall Purchaser in the election to purchase securities bears to the extent aggregate amount of all the Shortfalls specified by all Shortfall Purchasers in all the election to purchase securities. Any securities not purchased by the holders of shares of Preferred Stock under this section 8 may thereafter be sold to the proposed purchaser at any time within 90 days after the expiration of that Supermajority Approval 45- or Approval 60-day period on the same terms as those upon which holders of shares of Preferred Stock were entitled to purchase the Board and/or Supermajority Approval or Approval of the Members is required hereundersecurities.

Preemptive Rights. (a) Subject to clause From and after the date hereof until the earlier of (fi) below, the officers thirty (30) month anniversary of the Company shall not solicit capital contributions Initial Closing Date or issue (ii) until such that that BVF retains beneficial ownership of less than 9.9% of the issued and outstanding Common Shares, upon any Interests (or Units) in proposed issuance by the Company therefor unless it first delivers to each Initial Member or any of its Subsidiaries of Common Shares, or Common Share Equivalents for cash consideration, Indebtedness or a combination thereof, other than an Exempt Issuance (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered InterestsSubsequent Financing”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers Purchasers shall have the right to purchase participate in such Subsequent Financing up to its pro rata amount, calculated as its percentage equity ownership of the Offered Interests Company’s outstanding equity (determined on an as-converted and fully-diluted basis without regard to any Beneficial Ownership Limitation) on the same terms, conditions and price provided for in the manner specified Subsequent Financing or the right to purchase a comparable security with a Beneficial Ownership Limitation and otherwise substantially similar economic rights and interests. Notwithstanding anything in this Section 2.8 ‎4.17, in the event a Subsequent Financing is an offering registered under the Securities Act, the Company shall offer the Purchasers the same right to participate in such registered offering (up to its pro rata amount) only when it is lawful for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant Company to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such pricedo so. (b) During the [***] Business Day period commencing on the date Company delivers Subject to all of the Buyers the Notice of Proposed Issuance compliance with any applicable laws, at least two (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company 2) Trading Days prior to the expiration closing of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) aboveSubsequent Financing, the Company shall deliver to all of the other Buyers BVF a written notice of its intention to effect a Subsequent Financing (the “Oversubscription Pre-Notice”), which Pre-Notice shall inquire with BVF whether it wishes to review the details of such proposed financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of BVF, and only upon a request by BVF, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) specifying Trading Day after such request, deliver a Subsequent Financing Notice to BVF. BVF shall be deemed to have acknowledged that the total number Subsequent Financing Notice may contain material non-public information. Subject to compliance with any applicable laws, the Subsequent Financing Notice shall describe in reasonable detail the proposed terms of Offered Interests not so purchased such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (the “Remaining Offered Interests”c) within [***] Business Days following the expiration If BVF and any of the [***] Period set forth Purchasers wish to participate in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up Subsequent Financing, BVF must provide written notice to the balance Company by not later than 5:30 p.m. (New York City Time) on the Trading Day after BVF has received the Subsequent Financing Notice, that BVF and the applicable Purchasers are willing to participate in the Subsequent Financing and the amount of each Purchaser’s participation. If the Company receives no such notice from BVF as of such Offered Interests Trading Day, BVF shall be deemed to have notified the Company that it does not so purchased at elect to participate and the same price and Company may effect the Subsequent Financing on the same terms and conditions with the Persons set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice Subsequent Financing Notice. (d) The Company must exercise its provide BVF with a second Subsequent Financing Notice, and BVF and the Purchasers will again have the right of oversubscription by giving participation set forth above in this Section ‎4.17, if the Company written notice of its election during Subsequent Financing subject to the [***] Business Day period following its receipt initial Subsequent Financing Notice is amended in any material respect or is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) days after the date of the Oversubscription initial Subsequent Financing Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant Notwithstanding anything to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described contrary in this Section 2.8 ‎4.17 and unless otherwise agreed to by BVF, the Company shall not apply either confirm in writing to BVF that the transaction with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” Subsequent Financing has been abandoned or shall mean any Interests publicly disclose its intention to issue the securities in the Company Subsequent Financing, in either case in such a manner such that neither BVF nor any of the Purchasers will be in possession of any material, nonpublic information, by one (i1) issued in connection Business Day following delivery of the Subsequent Financing Notice. If by such one (1) Business Day, no public disclosure regarding a transaction with respect to the [***] whether by the [***] or otherwise, which Subsequent Financing has been Approved made, and no notice regarding the abandonment of such transaction has been received by BVF, such transaction shall be deemed to have been abandoned and neither BVF nor any of the Board and/or MembersPurchasers shall be deemed to be in possession of any material, non-public information with respect to the extent that Approval Company or any of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderits Subsidiaries.

Preemptive Rights. (a) Subject If the Company proposes to clause (f) belowissue, the officers of grant or sell common stock, preferred stock, other equity securities or Rights, the Company shall not solicit capital contributions first give to each Purchaser and any transferee of Shares from the Purchaser (each a "SECURITYHOLDER") written notice setting forth in reasonable detail the price and other terms on which such equity securities or issue Rights are proposed to be issued, granted or sold, the terms of any Interests such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than 15 days after the Company's notice is given, to purchase the lesser of (i) such Securityholder's Proportionate Share of the number of such equity securities or UnitsRights that are proposed to be issued, granted or sold and (ii) the product of: (x) the number of such equity securities or Rights that are proposed to be issued, granted or sold minus the number of such equity securities or Rights purchased by the parties to the Stockholders' Agreement pursuant to their respective preemptive rights contained in Sections 4.2 and 4.3 thereof and (y) a fraction equal to the number of Shares held by such Securityholder as of the date notice delivered pursuant to this section divided by the total number of issued and outstanding Shares held by all Securityholders. Any such purchase by any Securityholder shall be at the price and on the other terms set forth in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as Company's notice. Any notice by a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have Securityholder exercising the right to purchase equity securities or Rights pursuant to this Section 5.1 shall constitute an irrevocable commitment to purchase from the Offered Interests Company the equity securities or Rights specified in such notice, subject to the manner specified maximum set forth in this paragraph. If the Securityholders exercise their preemptive rights set forth in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant 5.1(a) to the rules and regulations full extent of their rights set forth in this Section 5.1(a), then the closing of the Securities Exchange Act purchase of 1934equity securities or Rights by Securityholders shall take place on such date, as amended. Confidential portions have been omitted no less than ten and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to no more than 60 days after the expiration of the [***] Period. (c) Each Buyer 15-day period referred to above, as the Company may select, and the Company shall have notify the right to purchase up to that percentage Securityholders of the Offered Interests equal such closing at least seven days prior thereto. If all Persons entitled thereto do not exercise their preemptive rights to the Percentage Interest in the Company then held by such Buyer. The amount full extent of such Offered Interests that each Buyer is entitled to purchase under this preemptive rights and, as contemplated by Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a5.1(b), (b) and (c) above, the Company shall deliver issue, grant or sell equity securities or Rights to all persons other than Securityholders and the parties to the Stockholders Agreement, then the closing of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased equity securities or Rights shall take place at the same price and on time as the same terms and conditions set forth in the original Notice closing of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. Ifissuance, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares grant or as they may otherwise agree among such oversubscribing Buyerssale. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause the provisions of this Section 9, in the event that any Kirtland Entity or any Affiliate of any Kirtland Entity purchases Shares from the Company subsequent to the date of this Agreement, each Management Stockholder (f) below, the officers other than a Management Employee who ceases to be an employee of the Company shall not solicit capital contributions or issue any Interests (or Units) in Subsidiary of the Company therefor unless it first delivers to for any reason and his or her respective Management Transferees) and each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall Other Stockholder will have the right to purchase from the Offered Interests in Company, during a reasonable time to be fixed by the manner specified in this Section 2.8 for Board of Directors (which will not be less than ten (10) days), such number of Shares equal to (i) that number of such Shares proposed to be issued by the same price per share and in accordance with Company multiplied by (ii) a fraction, the same terms and conditions specified in such Notice numerator of Proposed Issuance, provided, that if such price consists which equals the aggregate number of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934Shares (other than Restricted Shares, as amended. Confidential portions have been omitted applicable) owned by such Stockholder and have been filed separately with the Securities denominator of which equals the aggregate number of Shares (other than Restricted Shares) issued and Exchange Commission. described in outstanding at such Notice time, at a price or prices and on other terms not less favorable to such Stockholder than the price or prices and other terms at which such Shares are proposed to be offered for sale to any Kirtland Entity or any Affiliate of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceany Kirtland Entity. (b) During the [***] Business Day period commencing on the date The Company delivers will provide written notice to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option each Stockholder entitled to purchase up to all of Shares in accordance with this Section 9 setting forth the Offered Interests at time within, and the same price and upon the same other terms and conditions specified in upon which, such Stockholder may purchase such Shares. Any Shares which the Notice Company proposes to issue or sell which are not purchased by Stockholders pursuant to this Section 9 may be issued or sold by the Company to any Kirtland Entity or any Affiliate of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to any Kirtland Entity within ninety (90) days after the expiration of the [***] Period. (c) Each Buyer period during which such Stockholders shall have the preemptive right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a)purchase, (b) and (c) above, but the Company shall deliver to all of the other Buyers a written notice not sell or issue any such Shares after such ninety day (the “Oversubscription Notice”90-day) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back without renewed compliance with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder9.

Preemptive Rights. (a) Subject The Company hereby grants to clause each Stockholder so long as such stockholder owns, on a Fully-Diluted Basis, at least 3% of the Common Stock, a preemptive right to purchase such Stockholder’s pro rata share of all or any part of any New Securities (fas defined below) belowwhich the Company may, from time to time, propose to sell and issue. Such Stockholder’s pro rata share, for purposes of this preemptive right, is a fraction equal to the officers number of shares of any Common Stock and/or any Preferred Stock (on an “as converted” basis) then held by such Stockholder on a Fully-Diluted Basis divided by the total number of shares of Common Stock and/or Preferred Stock (on an “as converted” basis) of the Company shall not solicit capital contributions or issue any Interests on a Fully-Diluted Basis then outstanding. (or Unitsb) Except as set forth in the next succeeding sentence, “New Securities” shall mean any shares of capital stock of the Company, including Common Stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock. Notwithstanding the foregoing, “New Securities” does not include (i) securities offered to the public generally pursuant to a registration statement filed with the Commission and declared effective under the Securities Act, (ii) securities issued in the acquisition of another corporation by the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to by merger, purchase of substantially all of the assets or other reorganization or in this Section 2.8 as a “Buyer”) a written notice transaction approved by the Board of Directors of the Company (the “Notice of Proposed IssuanceBoard”) specifying and governed by Rule 145 under the Securities Act, (iii) up to 4,075,191 shares (subject to appropriate adjustment for Recapitalization Events) of Common Stock or options exercisable for such Common Stock and up to 1,443,779.71 shares subject to appropriate readjustment for Recapitalization Events) of Series AA Preferred Stock or rights to receive such Series AA Preferred Stock issued to employees pursuant to the Company’s 2004 Omnibus Stock Plan, (iv) shares of Common Stock issued on conversion of outstanding Preferred Stock, (v) stock issued pursuant to any rights or agreements, including without limitation convertible securities, options and warrants, provided that the preemptive rights established by this Section 2.4 shall apply with respect to the initial sale or grant by the Company of interests in its capital stock pursuant to such rights or agreements, (vi) securities issued to a financial institution in connection with a debt financing transaction with such financial institution and approved by the Board, (vii) stock issued in connection with any stock split, stock dividend, recapitalization or reclassification by the Company or (viii) shares of Common Stock or Preferred Stock issued or issuable to employees, directors or consultants of the Company pursuant to a plan or arrangement approved by the Board, (provided that the Board shall also approve the grant of shares of Common Stock or other securities exercisable for such shares of Common Stock in connection therewith). (c) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Stockholder having preemptive rights hereunder written notice of its intention, describing the type of New Securities, and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) and terms upon which the Company proposes to issue the Offered Interests same. Each Stockholder shall have fifteen (15) days from the date of receipt of any such notice to agree to purchase up to such Stockholder’s respective pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating that therein the Buyers quantity of New Securities to be purchased. (d) If a Stockholder fails to exercise such preemptive right within said 15-day period, the Company shall have ninety (90) days thereafter to sell or enter into an agreement (pursuant to which the right sale of New Securities covered thereby shall be closed, if at all, within sixty (60) days from the date of said agreement) to purchase sell the Offered Interests New Securities not elected to be purchased by Stockholders at the price and upon the terms no more favorable to the purchasers of such securities than specified in the manner specified in this Section 2.8 for Company’s notice. In the same price per share event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said 90-day period (or sold and issued New Securities in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead foregoing within sixty (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b60) During the [***] Business Day period commencing on days from the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”said agreement), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance thereafter issue or sell any of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth New Securities, without first offering such securities in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersmanner provided above. (e) If all of The preemptive right granted under this Section 2.4 shall expire upon the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less thanclosing of, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8to, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundera Qualified Public Offering.

Preemptive Rights. (a) Subject to clause (f) below, Each time the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue or sell, or enter into any agreement to issue or sell, to any Person, other than Preferred Members, Members or Economic Interest Holders, any Percentage Interest (for cash or otherwise), other than Interests being issued as an employee benefit or employee compensation or after, or in connection with, an initial public offering, or pursuant to an effective registration statement under the Offered Securities Act, the Company shall also make an offering of such Interests to its Preferred Members and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and Members in accordance with the same following provisions: 7.14.1 The Company shall deliver a notice to each Preferred Member or Member stating the number and type of Interest to be issued or sold to such Person and the price and the terms and conditions specified in on which it proposes to offer or sell such Notice Interests; 7.14.2 Within thirty (30) days after delivery of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant notice to the rules and regulations of the Securities Exchange Act of 1934Preferred Member or Member, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance oreach Preferred Member or Member may contractually commit to purchase, may instead (at the election of such Buyer), pay for such Offered Interests with price (or the per share cash equivalent of such price. (bprice of the consideration is not cash) During the [***] Business Day period commencing and on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice notice, up to its pro rata (treating the Preferred Interests on an as converted basis) portion of Proposed Issuance. Each Buyer electing to purchase Offered such Interests must give written notice of its election to Company prior by delivering an irrevocable subscription agreement to the expiration Company within such period of the [***] Period. thirty (c30) Each Buyer days. It shall have the right to purchase up to that percentage of the Offered Interests equal be a condition to the consummation of such purchase by each Preferred Member or Member (it being understood that such condition may be waived) that all Preferred Members and Members shall simultaneously purchase their pro rata portion of such Interests, the Preferred Member or Member who have purchased their full pro rata portion may purchase their pro rata portion of such unpurchased Interests. The Company shall conduct the second round of offer and sale in the same manner as the first; and 7.14.3 Any Percentage Interest referred to in the Company then held notice to the Preferred Member or Member that are not elected to be purchased as provided in Section 7.14.2 above may, during the 180-day period thereafter, be offered and sold by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers any Person at a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less thanthan that specified in such notice, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms such Person than those specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securitiestherein. For purposes of this Section 2.87.14, “Excluded Securities” shall mean any Interests in the event that any of the consideration to be paid in respect of any offer or sale of Interests by the Company consists of property other than cash or marketable securities, the value of such property for purposes of computing the purchase price for such Interests shall be determined, by the Company’s expense, as of a date not more than thirty (i30) issued days prior to the date of the notice required pursuant to Section 7.14.1 above and shall be set forth in connection a written certificate which shall be delivered to the Preferred Members and Members simultaneously with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval delivery of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundersuch notice.

Preemptive Rights. (a) Subject to clause (f) belowthe terms and conditions of this Section 5.5 and applicable securities laws, and any consent required hereunder, if the officers of Company proposes to offer or sell any New Securities, the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers offer such New Securities to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceMajor Holder. (b) During the [***] Business Day period commencing on the date The Company delivers to all of the Buyers the Notice of Proposed Issuance shall give notice (the “[***] PeriodOffer Notice”)) to each Major Holder, stating (i) its bona fide intention to offer such New Securities, (ii) the Buyers shall have number of such New Securities to be offered, and (iii) the option to purchase up to all of the Offered Interests at the same price and terms, if any, upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing which it proposes to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Periodoffer such New Securities. (c) Each Buyer shall have By notification to the right Company within twenty (20) days after the Offer Notice is given, each Major Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that percentage portion of such New Securities which equals the proportion that the Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Offered Interests Preferred Units and any other Derivative Securities then held, by such Major Holder bears to the total Common Units of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Units and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Holder that elects to purchase or acquire all the securities available to it (each, a “Fully Exercising Major Holder”) of any other Major Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Major Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of securities specified above, up to that portion of the New Securities for which Major Holders were entitled to subscribe but that were not subscribed for by the Major Holders which is equal to the Percentage Interest in proportion that the Company Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Units and any other Derivative Securities then held held, by such BuyerFully Exercising Major Holder bears to the Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Units and any other Derivative Securities then held, by all Fully Exercising Major Holders who wish to purchase such unsubscribed securities. The amount closing of such Offered Interests that each Buyer is entitled any sale pursuant to purchase under this Section 2.8 shall be referred occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to as its “Proportionate Sharesubsection (a) of this Section.” (d) In If all New Securities referred to in the event that any Buyer elects Offer Notice are not elected to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), be purchased or acquired as provided in subsection (b) and (c) aboveof this Section, the Company shall deliver to all of may, during the other Buyers a written notice ninety (the “Oversubscription Notice”90) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days day period following the expiration of the [***] Period set forth periods provided in subsection (b) of this Section 2.8(b) above. Each (or such Buyer shall have longer period as the Board determines to keep such offer open), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a right of oversubscription to purchase up price not less than, and upon terms no more favorable to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth offeree than, those specified in the original Notice of Proposed IssuanceOffer Notice. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving If the Company written notice of its election during does not enter into an agreement for the [***] Business Day period following its receipt sale of the Oversubscription Notice. IfNew Securities within such period, as a result or if such agreement is not consummated within thirty (30) days of the execution thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers right provided hereunder shall be cut back with respect deemed to oversubscriptions on a pro rata basis be revived and such New Securities shall not be offered unless first reoffered to the Major Holders in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersthis Section. (e) If all The right of the Offered Interests have first offer in this Section shall not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to (i) Exempted New Securities; (ii) securities issued in any Public Offering (so long as all Major Holders have the Offered Interestssame, pro rata, right to participate in any purchase thereof on the same terms); and (iii) the issuance of shares of Series B Preferred Units under either the Series B Purchase Agreement or the A&R Series B Purchase Agreement and up to 23,529,412 Series B-1 Preferred Units under the Series B-1 Purchase Agreements. (f) Notwithstanding the foregoing, the rights described The covenants set forth in this Section 2.8 shall not apply with respect terminate and be of no further force or effect (i) immediately before the consummation of the Company’s initial Public Offering, (ii) when the Company first becomes subject to the issuance periodic reporting requirements of Excluded Securities. Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, whichever event occurs first. (g) For purposes of this Section 2.8Agreement, the term “Excluded Exempted New Securities” shall mean any Interests in the Company mean: (i) New Securities issued as a stock or unit dividend or other distribution or upon any subdivision, split or combination of the currently outstanding Units (or any such Units the original issuance of which was conducted in accordance with this Section); (ii) New Securities issued upon conversion, exchange or redemption of any currently outstanding convertible or exchangeable securities (or any New Securities the original issuance of which was conducted in accordance with this Section); (iii) New Securities issued upon exercise of any currently outstanding options or warrants (or any such options or warrants the original issuance of which was conducted in accordance with this Section); (iv) New Securities issued to any employee, former employee, consultant, financial or other advisor, Manager or advisory board member of the Company or any of its subsidiaries as compensation or as an incentive for services, including in connection with the implementation of the Transaction Bonus Plan pursuant to Section 5.1(d); (v) New Securities issued as consideration (whether partial or otherwise) for the purchase by the Company or any of its subsidiaries of assets constituting a business unit or of the stock or other equity securities of any Person or Persons; (vi) New Securities issued pursuant to a Public Offering; (vii) New Securities issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval conversion of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment Company from a limited liability company into a corporation; (viii) Units issued or issuable pursuant to the rules Series B Purchase Agreement, the A&R Series B Purchase Agreement or the common warrants issued thereunder (or upon conversion or exercise of any such Units or such common warrants) or up to 23,529,412 Units issued or issuable pursuant to the Series B-1 Purchase Agreements; and regulations of (ix) New Securities designated by the Securities Exchange Act of 1934Company, with the Required Preferred Consent, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderbeing Exempted New Securities.

Preemptive Rights. (a) Subject to clause (f) below, If the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue or otherwise Transfer any Securities to any Person, then the Offered Interests Company shall make the offer to sell and stating that otherwise comply with the Buyers shall have the right to purchase the Offered Interests in the manner specified requirements set forth in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended3. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, (A) the rights described Company may Transfer Securities, and any right, title or interest therein, without making the offer to sell set forth in this Section 2.8 shall not apply 3 in connection with (i) an Initial Public Offering, (ii) the issuance of up to 200,000 shares of Common Stock to management and employees of the Company pursuant to the Company's 1997 Equity and Performance Incentive Plan or any other incentive plan which provides for the issuance of Securities exclusively to directors, officers or employees of the Company, (iii) the issuance of shares of Common Stock pursuant to the Employment Agreement and the Warrants or (iv) an issuance of Securities in consideration for and upon consummation of (x) a merger with respect to which the issuance holders of Excluded SecuritiesVoting Stock immediately prior to such merger beneficially own not less than a majority of the issued and outstanding shares of Voting Stock of the surviving entity or (y) an acquisition of assets or stock by the Company so long as, in either the case of (x) or (y), such transaction has been approved by the affirmative vote of at least one director appointed by Nu-Tech if, at the time such merger is consummated, Nu-Tech has the right to nominate directors pursuant to Section 4 hereof and the approval of the transaction by such director is required pursuant to Section 5 hereof (a "Qualifying Acquisition") and (B) any rights or obligations pursuant to this Section 3 shall terminate upon an Initial Public Offering. For purposes of this Section 2.83, “Excluded Securities” "Voting Stock" shall mean stock of the Company of any Interests class or series entitled to vote generally in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval election of directors of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderCompany.

Preemptive Rights. (a) Subject Except for the issuance or sale of Equity Securities (i) to clause (f) belowofficers, the officers employees, managers, directors or consultants of the Company shall not solicit capital contributions or issue any Interests its Subsidiaries or to TopCo or IncentiveCo pursuant to an incentive equity plan, agreement or arrangement approved by the Board, (or Unitsii) pursuant to an IPO, (iii) in connection with the reclassification, recapitalization, or conversion of any of the Company’s outstanding Equity Securities into another class of Equity Securities on terms made available to all holders of the same class of such outstanding Equity Securities, (iv) in connection with an acquisition of another company or business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) by the Company therefor unless it first delivers to each Initial Member or any of its Subsidiaries, (each such Initial Member being referred to v) upon the exercise or conversion of any Options or Convertible Securities outstanding on the Effective Date or issued after the Effective Date in compliance with the provisions of this Section 2.8 as 9.8, (vi) any Unit split, Unit dividend or similar recapitalization, (vii) to a commercial lender or other financial institution in connection with a loan to the Company, or (viii) to any investment banking firm or placement agent for bona fide services rendered to the Company (collectively, “Buyer”) a written notice (the Exempt Equity Issuances” and each an “Notice of Proposed Exempt Equity Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all if the Company authorizes the issuance or sale of any Equity Securities to any Person, the material terms, including the price (cash or non-cash) upon which Company proposes shall offer to issue the Offered Interests and stating that the Buyers shall have the right sell to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, each Rights Holder a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election portion of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests Equity Securities equal to the Percentage Interest in quotient determined by dividing (x) the Company number of Class CO Units and Class CG Units then held by such BuyerRights Holder by (y) the Fully-Diluted Unit Capitalization. The amount of such Offered Interests that each Buyer is Each Rights Holder shall be entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased Equity Securities at the same price and on the same terms as such Equity Securities are to be offered to such Person. (b) In connection with the issuance or sale of any Equity Securities to which the preemptive rights described in this Section 9.8 apply, the Company will deliver to each Rights Holder, as soon as reasonably practicable under the circumstances giving rise to the preemptive rights described in this Section 9.8, a written notice (the “Preemptive Rights Notice”) describing (i) the Equity Securities being offered, (ii) the purchase price and conditions set forth the payment terms of the Equity Securities being offered (including the date the Company is requesting delivery of funds with respect thereto), and (iii) such Rights Holder’s percentage allotment determined in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must accordance with Section 9.8(a). (c) In order to exercise its right of oversubscription by giving preemptive rights under this Section 9.8, each Rights Holder must deliver a written notice to the Company written notice of describing its election during hereunder (which election may be with respect to all or any portion of the [***] Business Day period following its Equity Securities it has a right to purchase hereunder) no later than ten (10) days after receipt of the Oversubscription Notice. IfPreemptive Rights Notice (the “Election Period”). (d) Notwithstanding anything to the contrary set forth herein, in lieu of offering to any Rights Holder any Equity Securities to which the preemptive rights described in this Section 9.8 apply at the time such Equity Securities are offered to any Person, the Company may comply with the provisions of this Section 9.8 by making an offer to sell to each such Rights Holder, at the same price and on the same terms as a result thereofsuch Equity Securities were sold to such Person, such oversubscription elections exceed the total number of the Offered Interests available in respect such Equity Securities that such Rights Holder would be entitled to purchase under Section 9.8(b) promptly after a sale to such oversubscription privilegePerson is effected. In such event, for all purposes of this Section 9.8, the oversubscribing Buyers number of such Equity Securities that each such Rights Holder shall be cut back entitled to purchase under Section 9.8(b) shall be determined taking into consideration the actual number of Equity Securities sold to such Person so as to achieve the same economic effect as if such offer were made prior to such sale. In order to exercise its rights under this Section 9.8(d), the Company shall give notice to the Rights Holders within ten (10) days after the issuance of Equity Securities to such Person, describing (i) the Equity Securities being offered, (ii) the purchase price and the payment terms of the Equity Securities being offered (including the date the Company is requesting delivery of funds with respect to oversubscriptions on a pro rata basis thereto), and (iii) such Rights Holder’s percentage allotment determined in accordance with their relative Proportionate Shares this Section 9.8(d). Each Rights Holder shall have twenty (20) days from the date such notice is given to elect to purchase all or as they may otherwise agree among any portion of the Equity Securities so offered to such oversubscribing BuyersRights Holder. (e) If all of During the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately one hundred twenty (120)-day period following the expiration of the [***] Election Period, the Company shall be entitled to issue sell such Equity Securities which any Rights Holder has not elected to purchase prior to the Offered Interests not purchased by expiration of the Buyers at not less than, and Election Period on terms and conditions (including price) no more favorable in any material respect to the purchaser(s) purchasers thereof than, than those offered to such Rights Holder. Any Equity Securities offered or sold by the price and Company to any Person after such one hundred twenty (120)-day period must be reoffered to each Rights Holder pursuant to the terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered InterestsSection 9.8. (f) Notwithstanding the foregoing, the Each Rights Holder shall be entitled to assign (in whole or in part) its rights described in under this Section 2.8 shall not apply with respect 9.8 to the issuance any Affiliate of Excluded Securitiessuch Rights Holder. For purposes of The rights under this Section 2.8, “Excluded Securities” shall mean any Interests in 9.8 will terminate upon the Company earlier to occur of (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval consummation of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules an IPO and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part the consummation of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderSale.

Preemptive Rights. (a) Subject to clause (f) belowSection 8.01, if the officers Company or AOL proposes to issue any new Equity Securities of the Company shall not solicit capital contributions or issue any Interests AOL (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests to any Person (or Units) that Company then intends to issue therefor (the “Offered Interests”including any Member), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers each Member a written notice (the a “Oversubscription Subscription Notice”) specifying describing the total number terms of Offered Interests not so purchased such Proposed Issuance (including a detailed description of the terms, amount and price of the Equity Securities proposed to be issued, and other material terms, conditions and limitations of such Proposed Issuance) at least 60 calendar days prior to the closing date of such Proposed Issuance (the “Remaining Offered InterestsSubscription Period”). Notwithstanding the foregoing, no Member shall be entitled to exercise participation rights under this Section 5.03 if the consideration for the Proposed Issuance is (i) all or substantially all of the assets of an operating business or (ii) Equity Securities that in the aggregate convey a majority of the ordinary voting power of an entity all or substantially all of the assets of which are utilized in an operating business. (b) Each Member shall have the option, exercisable at any time during the first 45 calendar days of the Subscription Period by delivering a written notice (a “Participation Notice”) to the Company within [***] Business Days following the expiration such 45 day period, to subscribe for any amount of such Equity Securities up to such Member’s existing Percentage Interest of the [***] Period set forth Equity Securities proposed to be issued in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and Proposed Issuance on the same terms and conditions set forth and subject to the same agreements and for the same consideration, as those of the Proposed Issuance (subject to the exceptions indicated in Sections 5.03(c) and 5.03(d)). (c) If, subject to the last sentence of Section 5.03(a), the consideration to be paid in the original Notice Proposed Issuance includes consideration other than cash, only the Google Entities shall be entitled to exercise participation rights under this Section 5.03 and may elect to pay the cash equivalent value of such non-cash consideration for the Equity Securities. The cash equivalent value of the non-cash consideration will be determined as follows: (i) In the event that such non-cash consideration consists of any publicly-traded securities, such securities shall be valued as follows: (A) if the securities are then traded on an Eligible Exchange (or a similar national quotation system), then the value of the securities shall be deemed to be the VWAP of the securities on such exchange or system over the 10 trading day period ending five trading days prior to the closing of the Proposed Issuance; and (B) if the securities are actively traded over-the-counter, then the value of the securities shall be deemed to be the VWAP of the securities over the 10 trading day period ending five trading days prior to the closing of the Proposed Issuance. Each The Subscription Notice shall contain an estimate of the value to be determined in accordance with the terms of this Section 5.03(c)(i), which estimate shall be based on the same methodology described in this Section 5.03(c)(i), except that the references to “prior to the closing of the Proposed Issuance” shall be substituted with “prior to the date of the Subscription Notice” (and the Subscription Notice shall clearly state that such Buyer who receives price is an Oversubscription estimate on that basis, and that any participation decisions evidenced by Participation Notices shall be deemed to include an agreement to participate on the basis of a value determined in accordance with this Section 5.03(c)(i) rather than the estimate used for the Subscription Notice). (ii) Otherwise, the value of such non-cash consideration shall be determined by a nationally recognized investment banker or appraiser retained by the Board of Managers of the Company. (d) Notwithstanding anything to the contrary contained herein, (i) if the terms and conditions of the Proposed Issuance include in any material respect any non financial requirements which would be impracticable for a Member to satisfy, then such Member will not be required to satisfy such terms and conditions; and (ii) if a Member delivers a Participation Notice must exercise its right within the 45 day period described in Section 5.03(b) electing to subscribe for any amount of oversubscription the Equity Securities that are the subject of the Proposed Issuance, but due to required regulatory approvals or consents necessary to consummate the transaction such Member cannot lawfully purchase such Equity Securities by giving the date specified in the Subscription Notice, such Member and the Company written notice shall use reasonable efforts to obtain all regulatory approvals and consents to consummate the closing of its election during the [***] Business Day period following its purchase of the Equity Securities as soon as practicable and in any event within one year after receipt of the Oversubscription Subscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all Notwithstanding the foregoing, if one or more Members does not deliver a Participation Notice to the Company within the first 45 days of the Offered Interests have Subscription Period, the Company may issue any such Equity Securities that are not been purchased by subject to a Participation Notice to any Person on the Buyers pursuant same terms and conditions, subject to the foregoing provisionssame agreements and for the same consideration, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified as those set forth in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered InterestsSubscription Notice. (f) Notwithstanding the foregoing, the rights described in this This Section 2.8 5.03 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests terminate in the Company (i) issued in connection with the [***] whether by the [***] event of a Qualified Public Offering or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereundera Qualified Distribution.

Preemptive Rights. (a) Subject to clause Except as set forth in subparagraph (fb) below, the officers of Company and its Subsidiaries will not issue, sell or otherwise transfer for consideration to the Company shall not solicit capital contributions or issue Xxxx Group (an "Issuance") at any Interests (or Units) in the Company therefor unless it first delivers time prior to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice an IPO, any Equity Securities -------- (the “Notice of Proposed Issuance”"Preemptive Units") specifying the type unless, at least 30 days and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company not more than 60 days ---------------- prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) aboveissuance, the Company shall deliver to all notifies each Securityholder in writing of the Issuance (including the price, the purchasers thereof and the other Buyers a written notice terms thereof) and grants to each Securityholder, the right (the “Oversubscription Notice”"Right") specifying the total number of Offered Interests not to subscribe ----- for and purchase such Preemptive Units so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased issued at the same price and on the same terms and conditions set forth as issued in the original Notice Issuance such that, after giving effect to the Issuance and exercise of Proposed the Right, the Preemptive Units owned by such holder shall represent the same percentage of the outstanding Class A Units and Class L Units as were owned by such holder prior to the Issuance on a fully diluted basis, or such lesser amount designated by such holder. The Right may be exercised by such holder at any time by written notice to the Company received by the Company within 15 days after receipt by such holder of the notice from the Company referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 10 days after the Company receives notice of the exercise of the Right and concurrently with the closing of the Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription In the event that the consideration received by giving the Company written notice of in connection with an Issuance is property other than cash, each Securityholder may, at its election during election, pay the [***] Business Day period following its receipt purchase price for such additional securities in such property or solely in cash. In the event that any such holder elects to pay cash, the amount thereof shall be determined based on the fair value of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed consideration received or receivable by the total number of Company in connection with the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing BuyersIssuance. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (fb) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply to issuances of Equity Securities (or securities convertible into or exchangeable for, or options to purchase, such units), pro rata to all holders of Common Units, as a dividend on, subdivision of or other distribution in respect of, the Common Units in accordance with respect to the issuance of Excluded Securities. For purposes Company's LLC Agreement. (c) The provisions of this Section 2.8, “Excluded Securities” shall mean any Interests in 6 will terminate upon the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part consummation of an [***] and IPO (iii) issued to financial institutions, financial syndicates or lessors as defined in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder8).

Preemptive Rights. (a) Subject If the LLC authorizes the issuance or sale of any equity security, or any rights, options, warrants or convertible or exchangeable securities entitling the holders thereof to clause subscribe for or purchase or otherwise acquire any equity security (f) below“Share Equivalents”), the officers of the Company LLC shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers offer to sell to each Initial Member a portion of such equity securities or Share Equivalents equal to (each a) the number of Vested Shares (as hereinafter defined) and Vested Share Equivalents directly owned and held by such Initial Member being referred divided by (b) the total number of Vested Shares and Vested Share Equivalents directly owned and held by all Members. In order to in accept an offer under this Section 2.8 as a “Buyer”) 2.09, each Member must, within 10 days after receipt of written notice from the LLC describing in reasonable detail the equity securities or Share Equivalents being offered, the purchase price thereof, the payment terms and such holder’s percentage allotment, deliver a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of accepting such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceoffer. (b) During If one or more Members elect not to accept such offer for the [***] Business Day period commencing on the date Company delivers full amount of securities which they are entitled to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”)purchase pursuant to this Section 2.09, the Buyers other participating Members shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the a right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount their pro rata share (based on Vested Shares and Vested Share Equivalents of such Offered Interests that each Buyer is entitled participating Members) of any securities which were not so purchased, and such other Members shall have an additional five (5) days from the date upon which they are notified of such opportunity in which to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In increase the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so securities offered hereunder to be purchased (by them. During the “Remaining Offered Interests”) within [***] Business Days 90 days following the expiration of such additional five day period, the [***] Period set forth in Section 2.8(b) above. Each LLC shall be entitled to sell any such Buyer shall shares or any such Share Equivalents which the Members have a right of oversubscription not elected to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) purchasers thereof thanthan those offered to such Members. Notwithstanding anything in this Agreement to the contrary, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 2.09 shall not apply with respect to (i) the issuance of Excluded Securities. For purposes equity securities or options to purchase equity securities or Share Equivalents approved by the Board of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) Directors and issued in connection with with: (a) grants to employees, directors, advisors, consultants or other service providers of the [***] whether by the [***] LLC pursuant to an equity incentive plan, unit purchase agreement or otherwise, which has been Approved similar compensation arrangement adopted by the Board and/or Membersof Directors; or (b) acquisitions, to partnership arrangements or strategic alliances approved by the extent that Approval Board of Directors; (c) debt financings from banks, equipment lenders or other similar financial institutions approved by the Board of Directors, or (d) a firm commitment underwritten offering of securities of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with LLC or any successor registered under the Securities and Exchange Commission. Supermajority Approval Commission in which the per share price is at least $3.00 (as adjusted for stock splits, dividends, recapitalizations and the like) and gross proceeds to the LLC and the selling Members (before underwriting discounts, commissions and fees) of the Board and/or Supermajority Approval of the Members, is required hereunder, at least $10,000,000 (a “Qualified IPO”) or (ii) any equity securities, Common Shares or Share Equivalents issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] upon exercise of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderoptions described in (i)(a) above.

Preemptive Rights. (a) Subject to clause (f) below, the officers of If the Company shall not solicit capital contributions engages in any transaction involving the direct or issue any Interests (indirect sale or Units) in issuance of Covered Securities by the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on after six months from the date Company delivers of this Agreement, PEAK6 will be afforded the opportunity to all of acquire from the Buyers the Notice of Proposed Issuance (the “[***] Period”)Company, the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at for the same price and on the same terms and conditions set forth in as such Covered Securities are offered, up to an amount (the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed “Amount”) equal to (i) the total number of shares or other units of Covered Securities being offered multiplied by (ii) PEAK6’s Aggregate Ownership Percentage at such time. Aggregate Ownership Percentage” means a fraction (expressed as a percentage) equal to (i) the Offered Interests available in aggregate number of shares of Common Stock held by PEAK6 and its Affiliates at such time (which, for the avoidance of doubt, shall exclude any Warrant Shares, whether or not vested, to the extent the Warrant is unexercised with respect to such oversubscription privilege, Warrant Shares) divided by (ii) the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all aggregate number of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration shares of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and Common Stock outstanding at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securitiestime. For purposes of this Section 2.8, “Excluded Covered Securities” shall mean means any Interests in Equity Securities (as defined below) other than any securities that are issued by the Company (i) pursuant to any employment contract, employee or benefit plan, stock purchase plan, stock ownership plan, stock option or equity compensation plan or other similar plan where stock is being issued in connection with the [***] whether by the [***] or offered to a trust, other entity or otherwise, which has been Approved by to or for the Board and/or Membersbenefit of any employees, to the extent that Approval potential employees, officers or directors of the Board and/or Approval Company or any of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunderits Subsidiaries, (ii) issued as part of an [***] and consideration in a business combination or other merger or acquisition transaction, (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in Agreement or the aggregate [***] Warrant (including the Warrant itself and shares of Common Stock issuable upon the exercise of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, Warrant); (iv) pursuant to the extent that Supermajority Approval a split or Approval subdivision of the Board and/or Supermajority Approval outstanding shares of Common Stock or Approval pursuant to a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the Members is required hereunder.holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof); and (v)

Preemptive Rights. (a) Subject to clause (f) below, the officers of the The Company shall not solicit capital contributions issue (an “Issuance”) additional equity interests to any Principal or issue any Interests Related Party of any Principal unless (i) such issuance was pursuant to the terms of the 2004 Stock Incentive Plan of the Company, or Unitsother incentive plan of PCFC, in each case with such issuance being approved by a compensation committee comprised solely of independent directors or approved by a majority of the independent directors of the full board of directors of PCFC or (ii) in prior to such Issuance, the Company therefor unless it first delivers notifies each Tag-Along investor in writing of the Issuance and grants to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice Tag-Along Investor the right (the “Notice of Proposed IssuanceRight”) specifying the type to subscribe for and amount of purchase such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all additional equity interests of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not class so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased issued at the same price and on the same terms and conditions set forth as issued in the original Notice Issuance such that, after giving effect to the Issuance and exercise of Proposed Issuancethe Right (including, for purposes of this calculation, equity interests issuable upon conversion, exchange or exercise of any security so convertible, exchangeable or exercisable issued in the Issuance or subject to the Right), the Shares owned by such Tag-Along Investor (rounded, in each case, to the newest whole Share) shall represent the same percentages of the outstanding Common Stock as were owned by such Tag-Along Investor prior to the Issuance relative to the Principal or Related Party, as the case may be. Each The Right may be exercised by such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription Tag-Along Investor at any time by giving written notice to the Company written notice of its election during received by the [***] Business Day period following its Company within 15 days after receipt of notice from the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number Company of the Offered Interests available in respect to such oversubscription privilegeIssuance, and the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all closing of the Offered Interests have not been purchased by the Buyers purchase and sale pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration exercise of the [***] Period, Right shall occur at least 10 days after the Company receives notice of the exercise of the Right and prior to issue or concurrently with the Offered Interests not purchased by closing of the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply with (i) prior to the exercise of the Warrants by the Buyer, (ii) to any issuance, pro rata to all holders of Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock) as a dividend on, subdivision of, or other distribution in respect of; the Common Stock; (iii) to the conversion or exchange of securities convertible or exchangeable for Common Stock outstanding on the date hereof; (iv) to the issuance of Excluded Securities. For purposes Common Stock upon the exercise of this Section 2.8options, “Excluded Securities” shall mean any Interests in the Company (i) rights or warrants issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval holders of Common Stock outstanding on the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively date hereof (including all prior issuances the issuance of Interests (Common Stock upon the exercise of options contributed to 123 by Xxxxx Xxxxxx or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iiiXxxxx Xxxxxxx)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause (f) belowSection 2.6(e), the officers of if the Company shall not solicit capital contributions at any time or from time to time proposes to issue any Interests Qualified Securities for cash (including any issuance of Qualified Securities that results, through a series of one or Units) more related transactions, in the Company therefor unless it first delivers receiving, directly or indirectly, cash for such issuance), the Company shall, no later than ten Business Days prior to each Initial Member (each the proposed consummation of such Initial Member being referred to in this Section 2.8 as a “Buyer”) a issuance give written notice thereof to Investor. Such notice shall contain the amount of Qualified Securities to be issued, the purchase price in respect thereof and any other terms the Company determines are pertinent regarding the proposed issuance and shall also contain an offer to Investor to purchase, at the same purchase price per Qualified Security at which the Company initially proposed to issue such Qualified Securities, that number of Qualified Securities (the “Notice of Proposed IssuancePreemptive Securities”) specifying equal to the type and amount product of such capital contributions and Interests (or Units) that Company then intends to issue therefor (Investor’s Proportionate Interest multiplied by the “Offered Interests”)total number of Qualified Securities being offered; provided, all of the material termshowever, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers number of Preemptive Securities to be offered to Investor pursuant to this Section 2.6(a) shall be reduced by (i) the number of Qualified Securities that Investor would otherwise have the right to purchase in connection with such issuance pursuant to applicable statutory preemptive rights (after giving effect to any waiver, in whole or in part, of such statutory preemptive rights by the Offered Interests Company’s shareholders, to the extent that such waiver is binding on Investor) or any other contractual preemptive rights that Investor may enforce against the Company and (ii) the number of ADSs issued to Investor pursuant to Section 2.7 in respect of such issuance (if applicable). At any time within ten Business Days after receipt of the notice provided for in the manner previous sentence Investor may accept the offer made to it in such notice, by furnishing notice thereof to the Company. Failure by Investor to provide such a notice of acceptance within such ten-Business Day period shall be deemed to constitute an election by Investor not to exercise its preemptive right. (b) If at the end of the ten-Business Day period referred to in Section 2.6(a) less than all of the Preemptive Securities are accepted for purchase by Investor pursuant to Section 2.6(a), the Company shall be entitled to proceed with the issuance of the Preemptive Securities that Investor did not accept for purchase pursuant to Section 2.6(a), on terms not more favorable than (including as to form of consideration), and for a purchase price equal to or higher than, that set forth in the notices sent to Investor pursuant to Section 2.6(a). (c) The closing of the purchase of Preemptive Securities accepted for purchase pursuant to Section 2.6(a) shall take place as soon as reasonably practicable after receipt of the applicable acceptance notice and such purchase shall be at the purchase price specified in this the notice sent to Investor pursuant to Section 2.8 for the same price per share and in accordance with 2.6(a) paid by wire transfer of immediately available funds or pursuant to the same terms and conditions specified offered to the proposed buyer(s) of Qualified Securities set forth in such Notice of Proposed Issuancethe initial notice to Investor, provided, that in either case in the appropriate amount or other consideration (or if such price consists of non-cash considerationthe other consideration is unique, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash reasonable monetary equivalent of such priceconsideration) as indicated in such notice against delivery of certificates or other instruments representing the Preemptive Securities so purchased. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not Investor may at its discretion by written notice to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth waive its entitlement under this Section 2.6 in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased whole or in part at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersany time. (e) If all Investor’s entitlement under this Section 2.6 shall not be available (i) at any time that Investor (together with the Permitted Transferees) does not Beneficially Own at least 10.0% of the Offered Interests have not been purchased by outstanding Company Voting Securities or (ii) in respect of any issuance of Qualified Securities, which (after giving effect to the Buyers exercise, exchange or conversion of such Qualified Securities, if applicable), together with all such issuances made pursuant to this clause (ii) in any 12-month period, would not exceed 10.0% of the foregoing provisionsoutstanding Company Voting Securities (as of (A) the Effective Date, then General Manager shall have with respect to the right, until the expiration of [***] consecutive days commencing on initial 12-month period or (B) the first day immediately following of any subsequent 12-month period) (after giving effect to the expiration exercise, exchange or conversion of the [***] Periodany other securities, to issue the Offered Interests warrants, options or rights of any nature (whether or not purchased issued by the Buyers at Company) that are convertible into or exchangeable or exercisable for, or otherwise give the holder thereof any rights in respect of (whether or not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with convert, exchange or exercise is subject to the Notice passage of Proposed Issuance shall expire time, contingencies or contractual restrictions or any combination thereof), Company Voting Securities and the provisions effect of this Agreement shall continue to be applicable to any stock split, reverse stock split, re-classification, repurchase or other similar transaction affecting the Offered InterestsCompany Voting Securities). (f) Notwithstanding anything to the foregoing, the rights described contrary in this Agreement, Investor’s rights under this Section 2.8 2.6 shall not apply with respect be triggered by any grant of equity or equity-based awards (or the exercise of any equity-based awards) pursuant to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether one or more stock option plans approved by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderBoard.

Preemptive Rights. (a) Subject to clause Except in the case of an Exempt Issuance (f) as defined below), the officers of the Company shall not solicit capital contributions issue (an "ISSUANCE") additional equity securities, or issue securities convertible into or exchangeable for, or options to purchase, any Interests (such equity securities, to any BRS Investor, officer, director or Units) in Affiliate of the Company therefor unless it first delivers or any BRS Investor unless, prior to each Initial Member (each such Initial Member being referred Issuance, the Company notifies the holders of Registrable Securities in writing of the Issuance and grants to in this Section 2.8 as a “Buyer”) a written notice the holders of Registrable Securities the right (the “Notice of Proposed Issuance”"RIGHT") specifying the type to subscribe for and amount purchase a portion of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for additional equity securities so issued at the same price per share as issued in the Issuance such that, after giving effect to the Issuance and in accordance with exercise of the Right (including, if applicable, the issuance of equity securities upon conversion, exchange or exercise of any such security), the equity securities owned by the holders of Registrable Securities (rounded to the nearest whole unit or share, as applicable) shall represent the same terms percentage of the outstanding equity of the Company as was owned by the holders of Registrable Securities prior to the Issuance. The Right may be exercised by the holders of Registrable Securities at any time by written notice to the Company received by the Company within 15 business days after receipt of notice from the Company of the Issuance (the "ACCEPTANCE PERIOD"), and conditions specified in such Notice the closing of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may the purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment sale pursuant to the rules and regulations exercise of the Securities Exchange Act Right shall occur at least 15 days after the Company receives notice of 1934, as amended. Confidential portions have been omitted the exercise of the Right and have been filed separately prior to or concurrently with the Securities and Exchange Commission. described in such Notice closing of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceIssuance. (b) During To the [***] Business Day period commencing on extent exercise of a Right by the date Company delivers to all holders of Registrable Securities has not been received within the Buyers the Notice of Proposed Issuance (the “[***] Acceptance Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all may, at its election, during a period of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days 90 days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] applicable Acceptance Period, to issue and sell the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued equity interests in connection with the [***] whether Issuance to any officer, director or Affiliate of the Company or any BRS Investor at a price and upon terms not more favorable to such any stockholder, officer, director or Affiliate of the Company or any BRS Investor than those stated in the Company's notice to the holders of Registrable Securities. In the event the Company has not sold any equity interests covered by a Company's notice to the holders of Registrable Securities, to any stockholder, officer, director or Affiliate of the Company or any BRS Investor within such 90-day period, the Company shall not thereafter issue or sell such equity interests to any stockholder, officer, director or Affiliate of the Company or any BRS Investor, without first offering such to the holders of Registrable Securities in the manner provided in this Section 6; PROVIDED, HOWEVER, that failure by the [***] or otherwise, which has been Approved by the Board and/or Members, holders of Registrable Securities to the extent that Approval exercise its option to purchase with respect to one Issuance and sale of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant equity interests shall not affect its option to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors purchase equity interests in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderany subsequent Issuance.

Preemptive Rights. (a) Subject If the Company proposes to clause (f) belowissue, grant or sell Common Stock or Rights, the officers Company shall first give to the Purchasers (so long as the Purchasers own at least 500,000 Shares) and any transferee (of whom the Company has notice) of Shares from any Purchaser then owning at least 500,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Securities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each a "Securityholder") written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than twenty (20) days after the Company's notice is given, to purchase the number of such shares of Common Stock 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 shares of Common Stock or Rights pursuant to this Section 5.3 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.3(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not solicit capital contributions issue, grant or issue any Interests sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (or Units10) in and no more than thirty (30) days after the expiration of the 20-day period referred to above, as the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (may select, and the “Notice of Proposed Issuance”) specifying Company shall notify the type and amount Securityholders of such capital contributions and Interests closing at least seven (or Units7) that Company then intends days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to issue therefor (the “Offered Interests”full extent of their Proportionate Share and, as contemplated by Section 5.3(b), all the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the material terms, including the price (cash purchase of shares of Common Stock or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers Rights shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for take place at the same price per share and in accordance with time as the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election closing of such Buyer)issuance, pay for such Offered Interests with the cash equivalent of such pricegrant or sale. (b) During If all persons entitled thereto do not exercise their preemptive rights to the [***] Business Day period commencing full extent of their Proportionate Share, the Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the remaining subject shares of Common Stock or Rights on the date terms set forth in its notice to Securityholders, unless the Company delivers is advised by its financial advisors that the remaining number or amount is too small to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuancebe reasonably sold. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to From the expiration of the [***] Period20-day period first referred to in Section 5.3(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity shares of Common Stock or Rights having the terms set forth in the Company's notice relating to such shares of Common Stock or Rights at a price and on other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Company may not issue, grant or sell shares of Common Stock or Rights in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholders rights. (c) Each Buyer The provisions of this Section 5.3 shall not apply to the following issuances of securities: (i) pursuant to an approved stock option plan, stock purchase plan, or similar benefit program or agreement for the benefit of employees of, or consultants to, the Company, where the primary purpose is not to raise additional equity capital for the Company, (ii) the issuance of Rights, or Common Stock issuable upon exercise of Rights, granted to business partners, retailers or lessors engaged in bona fide business transactions with the Company, where the primary purpose is not to raise additional equity capital for the Company, (iii) as direct consideration for the acquisition by the Company of another business entity or the merger of any business entity with or into the Company, (iv) in connection with a stock dividend, (v) upon the exercise of warrants or options, or upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby or (vi) in an underwritten public offering registered under the Securities Act if the managing underwriters advise the Securityholders in writing that the purchase up of shares of Common Stock pursuant to that percentage the preemptive rights afforded by this Section 5.3 would materially and adversely affect the marketing of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Shareoffering.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.85.3, “Excluded Securities” the following terms shall mean any Interests in have the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.corresponding meanings set forth herein:

Preemptive Rights. (a) Subject Except for issuances of: (i) Units set forth on Schedule A as of the date hereof (including, for the avoidance of doubt, any Capital Contributions made after the date hereof in respect of Class A Units or Class B Units set forth on Schedule A hereto); (ii) Class A Units, Class B Units and/or Class C Units issued pursuant to clause Section 3.3(a) or Section 3.3(c) hereof; (fiii) belowEquity Securities upon exercise, conversion or exchange of debt securities or Equity Securities which were issued in compliance with (including if such issuances were exempt from) this Section 3.4 (to the extent such issuance is effected pursuant to the original terms of any such debt securities or other Equity Securities); (iv) Equity Securities to effectuate a transaction in accordance with Section 15.7 of this Agreement; (v) Equity Securities in connection with a restructuring (other than such securities received in return for new capital invested in connection with such restructuring); or (vi) Units in connection with any Unit split or any subdivision of Units, Unit dividend or similar recapitalization of the LLC or any of its Subsidiaries; if the LLC proposes to issue or sell any Equity Securities, the officers of the Company LLC shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers offer to each Initial Member Qualified Unitholder holding Class C Units (each such Initial Member being referred to in this Section 2.8 as a “Buyer”other than Excluded Unitholders) a by written notice from the LLC (describing in reasonable detail the Equity Securities being offered, the purchase price thereof, the payment terms and such Qualified Unitholder’s Proportional Share) (the “Notice of Proposed IssuanceParticipation Notice”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase a portion of such Equity Securities being purchased equal to the Offered Interests quotient obtained by dividing (1) the aggregate number of Class C Units held by such Qualified Unitholder, by (2) the aggregate number of Class C Units held by all Qualified Unitholders other than Excluded Unitholders (such Qualified Unitholder’s “Proportional Share”); provided that no Qualified Unitholder who either (x) would be entitled to purchase less than $10,000 of such Equity Securities after determination of such holder’s Proportional Share, (y) is not an “accredited investor” as such term is defined in the manner specified in this Section 2.8 for the same price per share Securities Act and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations promulgated thereunder or (z) at any time has breached or is in breach of any noncompetition, nonsolicitation, confidentiality or similar restrictive provisions to which such Qualified Unitholder is bound pursuant to a Senior Management Agreement, other Equity Agreement or other agreement between such Qualified Unitholder and the Securities Exchange Act LLC or any of 1934its Subsidiaries (any such Qualified Unitholder, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (ban “Excluded Unitholder”) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuanceany rights under this Section 3.4. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer such Qualified Unitholder shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is be entitled to purchase under this Section 2.8 shall be referred to as all or any portion of its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Proportional Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased offered Equity Securities at the same price and on the same terms as such Equity Securities are to be offered to any other Person; provided that if all Persons entitled to purchase or receive any class, group or series of such Equity Securities are required to also purchase other securities of the LLC, the Qualified Unitholders exercising their rights pursuant to this Section 3.4 shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. If all of the Equity Securities offered to the Qualified Unitholders hereunder are not fully subscribed by such Qualified Unitholders, the unsubscribed Equity Securities shall be allocated to the Qualified Unitholders purchasing their full allotment and indicating in their notice to the LLC pursuant to Section 3.4(b) a desire to acquire any Equity Securities that are available because of under-subscription. (b) In order to exercise its purchase rights hereunder, a Qualified Unitholder must within fifteen (15) calendar days of the date of the Participation Notice deliver a written notice to the LLC irrevocably exercising its rights to purchase such offered Equity Securities hereunder (including the extent, subject to any maximum dollar amounts or number of Equity Securities specified therein, to which such Qualified Unitholder elects to acquire any Equity Securities in excess of its Proportional Share available if the Equity Securities offered to Qualified Unitholders are not fully subscribed by such Qualified Unitholders based on their respective Proportional Shares). (c) Upon the expiration of the offering periods described above, the LLC shall be entitled to sell such Equity Securities which such Qualified Unitholders have not elected to purchase during the 180 calendar days following such expiration at a price and on payment terms not less than the price and payment terms offered to the Qualified Unitholders, and on other terms and conditions set forth not more favorable in the original Notice aggregate than such other terms and conditions were offered to the Qualified Unitholders. Any securities offered or sold by the LLC after such 180 calendar day period must be reoffered to such Qualified Unitholders pursuant to the terms of Proposed Issuancethis Section 3.4. (d) So long as the Qualified Unitholders are not disadvantaged (e.g., unable to participate in a Distribution or payment in respect of Equity Securities to be acquired hereunder), in lieu of offering any Equity Securities to the Qualified Unitholders at the time such Equity Securities are offered to other Persons, the LLC may comply with the provisions of this Section 3.4 by making an offer to sell to the Qualified Unitholders (other than Excluded Unitholders) their Proportional Share of such securities promptly after a sale to such other Persons is effected. Each In such Buyer who receives an Oversubscription Notice must exercise its right event, for all purposes of oversubscription by giving this Section 3.4, each Qualified Unitholder’s Proportional Share shall be determined taking into consideration the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total actual number of Equity Securities sold to any other Person so as to achieve the Offered Interests available in respect same economic effect as if such offer would have been made prior to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyerssale. (e) If all The rights of the Offered Interests have not been purchased by Unitholders under this Section 3.4 shall terminate upon the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration consummation of [***] consecutive days commencing on the first day immediately following the expiration to occur of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] a Qualified Public Offering or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderSale.

Preemptive Rights. (a) Subject Except for issuances of: (i) Units set forth on Schedule A as of the date hereof (including, for the avoidance of doubt, any Capital Contributions made after the date hereof in respect of Class A Units or Class B Units set forth on Schedule A hereto); (ii) Class A Units, Class B Units and/or Class C Units issued pursuant to clause Section 3.3(a) or Section 3.3(c) hereof, or Class D Units issued pursuant to Section 3.9; (fiii) belowEquity Securities upon exercise, conversion or exchange of debt securities or Equity Securities which were issued in compliance with (including if such issuances were exempt from) this Section 3.4 (to the extent such issuance is effected pursuant to the original terms of any such debt securities or other Equity Securities); (iv) Equity Securities to effectuate a transaction in accordance with Section 15.7 of this Agreement; (v) Equity Securities in connection with a restructuring (other than such securities received in return for new capital invested in connection with such restructuring); or (vi) Units in connection with any Unit split or any subdivision of Units, Unit dividend or similar recapitalization of the LLC or any of its Subsidiaries; if the LLC proposes to issue or sell any Equity Securities, the officers of the Company LLC shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers offer to each Initial Member Qualified Unitholder holding Class C Units (each such Initial Member being referred to in this Section 2.8 as a “Buyer”other than Excluded Unitholders) a by written notice from the LLC (describing in reasonable detail the Equity Securities being offered, the purchase price thereof, the payment terms and such Qualified Unitholder’s Proportional Share) (the “Notice of Proposed IssuanceParticipation Notice”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase a portion of such Equity Securities being purchased equal to the Offered Interests quotient obtained by dividing (1) the aggregate number of Class C Units held by such Qualified Unitholder, by (2) the aggregate number of Class C Units held by all Qualified Unitholders other than Excluded Unitholders (such Qualified Unitholder’s “Proportional Share”); provided that no Qualified Unitholder who either (x) would be entitled to purchase less than $10,000 of such Equity Securities after determination of such holder’s Proportional Share, (y) is not an “accredited investor” as such term is defined in the manner specified in this Section 2.8 for the same price per share Securities Act and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations promulgated thereunder or (z) at any time has breached or is in breach of any noncompetition, nonsolicitation, confidentiality or similar restrictive provisions to which such Qualified Unitholder is bound pursuant to a Senior Management Agreement, other Equity Agreement or other agreement between such Qualified Unitholder and the Securities Exchange Act LLC or any of 1934its Subsidiaries (any such Qualified Unitholder, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (ban “Excluded Unitholder”) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuanceany rights under this Section 3.4. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer such Qualified Unitholder shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is be entitled to purchase under this Section 2.8 shall be referred to as all or any portion of its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Proportional Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased offered Equity Securities at the same price and on the same terms as such Equity Securities are to be offered to any other Person; provided that if all Persons entitled to purchase or receive any class, group or series of such Equity Securities are required to also purchase other securities of the LLC, the Qualified Unitholders exercising their rights pursuant to this Section 3.4 shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. If all of the Equity Securities offered to the Qualified Unitholders hereunder are not fully subscribed by such Qualified Unitholders, the unsubscribed Equity Securities shall be allocated to the Qualified Unitholders purchasing their full allotment and indicating in their notice to the LLC pursuant to Section 3.4(b) a desire to acquire any Equity Securities that are available because of under-subscription. (b) In order to exercise its purchase rights hereunder, a Qualified Unitholder must within fifteen (15) calendar days of the date of the Participation Notice deliver a written notice to the LLC irrevocably exercising its rights to purchase such offered Equity Securities hereunder (including the extent, subject to any maximum dollar amounts or number of Equity Securities specified therein, to which such Qualified Unitholder elects to acquire any Equity Securities in excess of its Proportional Share available if the Equity Securities offered to Qualified Unitholders are not fully subscribed by such Qualified Unitholders based on their respective Proportional Shares). (c) Upon the expiration of the offering periods described above, the LLC shall be entitled to sell such Equity Securities which such Qualified Unitholders have not elected to purchase during the 180 calendar days following such expiration at a price and on payment terms not less than the price and payment terms offered to the Qualified Unitholders, and on other terms and conditions set forth not more favorable in the original Notice aggregate than such other terms and conditions were offered to the Qualified Unitholders. Any securities offered or sold by the LLC after such 180 calendar day period must be reoffered to such Qualified Unitholders pursuant to the terms of Proposed Issuancethis Section 3.4. (d) So long as the Qualified Unitholders are not disadvantaged (e.g., unable to participate in a Distribution or payment in respect of Equity Securities to be acquired hereunder), in lieu of offering any Equity Securities to the Qualified Unitholders at the time such Equity Securities are offered to other Persons, the LLC may comply with the provisions of this Section 3.4 by making an offer to sell to the Qualified Unitholders (other than Excluded Unitholders) their Proportional Share of such securities promptly after a sale to such other Persons is effected. Each In such Buyer who receives an Oversubscription Notice must exercise its right event, for all purposes of oversubscription by giving this Section 3.4, each Qualified Unitholder’s Proportional Share shall be determined taking into consideration the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total actual number of Equity Securities sold to any other Person so as to achieve the Offered Interests available in respect same economic effect as if such offer would have been made prior to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyerssale. (e) If all The rights of the Offered Interests have not been purchased by Unitholders under this Section 3.4 shall terminate upon the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration consummation of [***] consecutive days commencing on the first day immediately following the expiration to occur of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] a Qualified Public Offering or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderSale.

Preemptive Rights. (a) Subject 5.1 Certain Pre-emptive Rights. If at any time prior to clause (f) belowthe -------------------------- fifteenth anniversary of the IPO Closing Date, the officers Company shall propose to issue to any Person any shares of its Common Stock or any securities exercisable for the purchase of or convertible into Common Stock (other than (i) the issuance of Common Stock or securities exercisable for the purchase of or convertible into Common Stock pursuant to a firm commitment underwritten public offering or pursuant to Rule 144A or Regulation S promulgated under the Securities Act, (ii) the issuance of Common Stock or securities exercisable for the purchase of or convertible into Common Stock pursuant to a registration statement directly or indirectly to the holders of the outstanding capital stock of a corporation or other business entity with a class of equity securities registered under the Exchange Act in connection with the Company's acquisition of such corporation or other business or substantially all of its assets (whether by merger, consolidation, purchase of stock or assets or otherwise), or (iii) the grant of stock options to officers, directors or employees of the Company shall not solicit capital contributions or issue any Interests (or Units) in of its Subsidiaries pursuant to stock option plans approved by the board of directors of the Company therefor unless it first delivers to each Initial Member (each or the issuance of Common Stock upon the exercise of any such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”stock option), all of the material termsSeven, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests Tracinda and stating that the Buyers Xx. Xxxxxxx shall have the right to elect at any time within 10 days after receipt of notice from the Company, as applicable: (a) if such issuance is of Common Stock, to subscribe for and purchase for cash a number of shares of Common Stock such that after giving effect to such issuance to such other Person and such purchase by any one or more of Seven, Tracinda and Xx. Xxxxxxx, as the Offered Interests in the manner specified in this Section 2.8 for case may be, each party so electing shall continue to beneficially own the same price per share percentage of outstanding Common Stock that such electing party beneficially owned prior to such issuance to such other Person and in accordance with the same terms such purchase by any one or more of Seven, Tracinda and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934Xx. Xxxxxxx, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, case may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price.be; and (b) During if such issuance is of securities exercisable for the [***] Business Day period commencing on purchase of or convertible into Common Stock, to subscribe for and purchase for cash a number of such securities equal to the date Company delivers to all product of the Buyers aggregate number of such securities to be issued (including pursuant to this Section 5.1) multiplied by the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal then outstanding Common Stock that is beneficially owned by Seven, Tracinda or Xx. Xxxxxxx, as the case may be. The price to be paid in any such purchase by any one or more of Seven, Tracinda and Xx. Xxxxxxx and the other terms of purchase shall be the same as applicable to the Percentage Interest in the Company then held purchase of Common Stock or such other securities by such Buyerother Person, except that in all cases the price to be paid by Seven, Tracinda and Xx. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 Xxxxxxx shall be referred to as its “Proportionate Share.” (d) paid in cash. In the event that any Buyer elects not such shares of Common Stock or such other securities are to purchase its full Proportionate Share be issued to such other Person for property or services, the price per share or other security to be paid by Seven, Tracinda and Xx. Xxxxxxx shall be equal to the fair market value per share or other security of the Offered Interests property or services to be received by the Company from such other Person, as such fair market value is determined by the "independent directors" of the Company elected to the board of directors of the Company pursuant to Sections 2.8 the provisions of clause (a), (bD) Section 3.2(a)(i) of this Agreement. The rights of Seven and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period Tracinda set forth in this Section 2.8(b) above5.1 shall terminate with respect to each such party at such time as such party beneficially owns less than 250,000 shares of Common Stock. Each such Buyer shall have a right The rights of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions Xx. Xxxxxxx set forth in this Section 5.1 shall terminate at such time as Xx. Xxxxxxx is no longer the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt Chief Executive Officer of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing BuyersCompany. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause (f) below, the officers The percentage of the Company shall not solicit capital contributions or issue any Interests Company's issued and outstanding Common Stock, on a fully-diluted basis (or Units) in based on the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice number of Proposed Issuance”) specifying the type and amount shares of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing Common Stock outstanding on the date Company delivers to all hereof and any other Equity Securities (as defined below) outstanding on the date hereof), represented by the shares of Common Stock issuable upon conversion of the Buyers Notes in their entirety (after giving effect to any adjustment to the Notice of Proposed Issuance (Conversion Price as set forth in the “[***] Period”Notes), shall be referred to herein as the Buyers "Equity Percentage." In addition to the anti-dilution provision set forth in the Notes, the Purchasers shall have be entitled to preemptive rights as set forth herein in order to preserve such Equity Percentage. In the option case of the issuance of additional shares of Common Stock or any security that is convertible into shares of Common Stock or any rights or options to purchase up shares of Common Stock (collectively, "Equity Securities") which are issued for consideration that includes cash and are not issued to all the selling shareholders in a merger or acquisition transaction, the Purchasers shall be entitled to purchase such amount of the Offered Interests at the same price and Equity Securities, upon the same terms and conditions specified as applicable to any other purchaser or recipient of such Equity Securities, in an amount so as to preserve the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] PeriodPurchasers' Equity Percentage. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.87.2, “Excluded Securities” shall mean any Interests in the Company (i) the Company shall be deemed to have issued the maximum number of shares of Common Stock deliverable upon the exercise of any such rights or options or upon conversion of any such securities and (ii) the consideration therefor shall be deemed to be the sum of (x) the consideration received by the Company for such convertible securities or for such other rights or options as the case may be, without deducting therefrom any expenses or commissions incurred or paid by the Company for any underwriting or issuance of such convertible security or right or option, plus (y) the consideration or adjustment payment to be received by the Company in connection with such conversion, plus (z) the [***] whether by minimum price at which shares of Common Stock are to be delivered upon the [***] exercise of such rights or otherwiseoptions, which has been Approved by or, if no minimum price is specified and such shares are to be delivered at the Board and/or Membersoption price related to the market value of the subject shares, an option price bearing the same relation to the market value of the subject shares at the time such rights or options were granted, provided that as to such options such further (c) The number of shares of Common Stock at any time outstanding shall include (i) all outstanding common stock of the Company, and (ii) the aggregate number of shares deliverable in respect of the convertible securities, rights and options referred to in this Section 7.2, provided that, to the extent that Approval any such options, warrants or conversion privileges are not exercised, such shares shall be deemed to be outstanding only until the expiration dates of the Board and/or Approval rights, options or conversion privilege or the prior cancellation thereof. Notwithstanding the foregoing, there shall not be taken into account, for the purpose of any computation made pursuant to Section 7.2, whether for the determination of the Membersnumber of shares of Common Stock issued or outstanding on or prior to any date, including [***] denotes language for which XXXXXX Telematicsor otherwise, Inc. has requested confidential treatment pursuant any options, warrants, or rights to the rules and regulations purchase shares of Common Stock of the Securities Exchange Act Company in existence on the date of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval issuance of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderNotes.

Preemptive Rights. (a) Subject If the Company proposes to clause (f) belowissue, grant or sell Common Stock or Rights, the officers Company’ shall first give to the purchaser (so long as the purchaser owns at least 300,000 Shares) and any transferee (of whom the Company has notice) of Shares from the purchaser then owning at least 300,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Securities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each a “securityholder”) written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each securityholder shall thereafter have the preemptive right exercisable by written notice to the Company no later than twenty (20) days after the Company’s notice is given, to purchase the number of such shares of Common Stock 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 shares of Common Stock or Rights pursuant to this Section 5.3 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.3(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not solicit capital contributions issue, grant or issue any Interests sell shares of Common Stock or Rights to persons other than securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (or Units10) in and no more than thirty (30) days after the expiration of the 20 day period referred to above, as the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (may select, and the “Notice of Proposed Issuance”) specifying Company shall notify the type and amount Securityholders of such capital contributions and Interests closing at least seven (or Units7) that Company then intends days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to issue therefor (the “Offered Interests”full extent of their Proportionate Share and, as contemplated by Section 5.3(b), all the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the material terms, including the price (cash purchase of shares of Common Stock or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers Rights shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for take place at the same price per share and in accordance with time as, the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election closing of such Buyer)issuance, pay for such Offered Interests with the cash equivalent of such pricegrant or sale. (b) During If all persons entitled thereto do not exercise their preemptive rights to the [***] Business Day period commencing full extent of their Proportionate Share, the Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the remaining subject shares of Common Stock or Rights on the date terms set forth in its notice to Securityholders, unless the Company delivers is advised by its financial advisors that the remaining number or amount is too small to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to be reasonably sold from the expiration of the [***] Period.20 day period first referred to in Section 5.3(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell, to any person or entity shares of Common Stock or Rights having the terms set forth in the Company’s notice relating to such shares of Common Stock or Rights at a price and on other no less favorable to the Company, and including no less cash, than those set forth in such notice (without deduction) for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, that the Company may not issue, grant or sell shares of Common Stock or Rights amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholder’s rights (c) Each Buyer The provisions of this Section 5.3 shall not apply to the following issuances of securities: (i) pursuant to an approved stock option plan, stock purchase plan, or similar benefit program or agreement for the benefit of employees of, or consultants to, the Company, where the primary purpose is not to raise additional equity capital for the Company, (ii) the issuance of Rights, or Common Stock issuable upon exercise of Rights, granted to business partners, retailers or lessors engaged in bona fide business transactions with the Company, where the primary purpose is not to raise additional equity capital for the Company, (iii) as direct consideration for the acquisition by the Company of another business entity or the merger of any business entity with or into the Company, (iv) in connection with a stock dividend, (v) upon the exercise of warrants or options, or upon the conversion of convertible securities, outstanding on the date hereof or to which Securityholders have been previously offered the right to participate as contemplated hereby or (vi) in an underwritten public offering registered under the Securities Act if the managing underwriters advise the securityholders in writing that the purchase up of shares of Common Stock pursuant to that percentage the preemptive rights afforded by this Section 5.3 would materially and adversely affect the marketing of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Shareoffering.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.85.3, “Excluded Securities” the following terms shall mean any Interests in have the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.corresponding meanings set forth herein:

Preemptive Rights. (a) Subject Prior to clause the occurrence of the Initial Public Offering, if and for so long as the Purchaser owns at least ten percent (f10%) belowof the Company's Common Stock (determined on a fully diluted basis) and subject to the other provisions of this Agreement, the officers of the Company shall not solicit capital contributions issue, sell, or issue enter into any Interests agreement(s) or commitment(s) pursuant to which it becomes obligated to issue, in each case for cash, any shares of its common stock, or any warrants, options or other securities convertible or exchangeable into common stock (or Units) in collectively, the "Equity Securities"), unless the Company therefor unless it shall first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) provide a written notice offer (the “Notice of Proposed Issuance”"Preemptive Rights Offer") specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules Purchaser and regulations of Nevasa, offering to sell to the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted Purchaser and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests Nevasa at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a)price, (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth conditions, such amount of such Equity Securities as would enable the Purchaser and Nevasa to maintain their then proportionate interests (determined on a fully diluted basis) of the Company's common stock. Such Preemptive Rights Offer shall remain outstanding for at least thirty (30) days from the date of such notice and shall be exercised by the Purchaser or Nevasa by serving written notice on the Company within such thirty (30) day period; provided, however, that in the original Notice case of Proposed Issuance. Each a proposed underwritten sale of any such Buyer who receives an Oversubscription Notice must exercise its right Equity Securities, the Preemptive Rights Offer shall commence on the offering of oversubscription by giving such Equity Securities and shall remain outstanding only until the Company written notice of its election during the [***] Business Day period following its receipt consummation of the Oversubscription Notice. If, as a result thereof, sale of such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue Equity Securities in accordance with the Notice terms and timing of Proposed Issuance such offering. The consummation of the Preemptive Rights Offer shall expire and take place simultaneously with the provisions closing of this Agreement shall continue to be applicable to the Offered Interests. (f) sale by the Company of such Equity Securities. Notwithstanding the foregoing, if the rights described in this Section 2.8 Company sells such Equity Securities as part of a unit, the Preemptive Rights Offer shall be for such units. (b) The Preemptive Rights Offer shall not apply to: (i) any issuances or grants of common stock or rights by the Company to the officers, directors or employees of the Company or any of its Subsidiaries pursuant to the Company's 1998 Stock Option Plan or pursuant to any other employee benefit or other incentive plan adopted by the Board of Directors after the date hereof (collectively, the "Option Plans"); (ii) except as set forth in Section 4.6(c), the exercise of any options or rights issued pursuant to or in connection with any Option Plan; or (iii) the issuance of any securities by the Company upon the exercise of any exchange, conversion or similar feature contemplated by any security issued pursuant to the Securityholders Agreement. (c) Notwithstanding anything to the contrary above, the exercise of the Purchaser's Preemptive Rights Offer in the event of the exercise of any options granted under any Option Plan by any grantee of such options shall be effected solely in accordance with the following terms and conditions: (i) no later than January 15 of each year prior to the occurrence of the Initial Public Offering, the Company shall notify the Purchaser of any exercise of stock options and of the issuance of shares of Common Stock pursuant to such exercises under Option Plans during the preceding calendar year and the "Fair Market Value" (as such term is defined in the 1998 Stock Option Plan or any other Option Plan) as determined by the Stock Option Committee of the Board of Directors with respect to grants of stock options for the issuance Company's Common Stock under any Option Plan for such preceding calendar year; (ii) with respect to any shares of Excluded SecuritiesCommon Stock issued to grantees under any Option Plan during such preceding calendar year, in the event that (A) the Purchaser has prior to such date exercised all rights under prior Preemptive Rights Offers provided to it under this Section 4.6, and (B) without the exercise of a Preemptive Rights Offer in respect of such issued shares of Common Stock, the Purchaser would own less than twenty percent (20%) of the Company's outstanding common stock at the end of the preceding calendar year, then the Company shall provide to the Purchaser a Preemptive Rights Offer to purchase such number of additional shares of Common Stock to maintain the lesser of (1) twenty percent (20%) of the Company's outstanding common stock determined on a fully diluted basis or (2) the Purchaser's then proportionate interest (determined on a fully diluted basis) of the Company's common stock calculated as if no options had been exercised during the preceding calendar year, at the Fair Market Value determined by the Stock Option Committee of the Board of Directors for the preceding calendar year for grants of stock options during such year under any Option Plan; and (iii) the Purchaser shall have a period of thirty (30) days to notify the Company of its intent to exercise its preemptive rights and to pay in cash to the Company the purchase price for such shares of Common Stock and shall receive certificates for such shares against payment therefor. For purposes the avoidance of this Section 2.8doubt, “Excluded Securities” shall mean any Interests in the obligation of the Company (i) issued to provide a Preemptive Rights Offer to the Purchaser in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval issuance of the Board and/or Approval shares of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment Common Stock pursuant to the rules and regulations exercise of stock options under the Securities Exchange Act Option Plans shall cease on the earlier of 1934, as amended. Confidential portions have been omitted and have been filed separately with (y) the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] Initial Public Offering and (iiiz) issued any failure by the Purchaser to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all exercise its rights under a prior issuances of Interests (or Units) that are Excluded Securities Preemptive Rights Offer provided to it pursuant to this Section 2.8(f)(iii4.6. (d) In furtherance of Section 4.6(c), (i) in effective on the aggregate [***] Closing Date, the Company will reserve for issuance to the Purchaser such number of shares of Common Stock as is equal to twenty percent (20%) of the aggregate Percentage Interests number of shares of Common Stock then outstanding subject to options granted to date under the Company's 1998 Stock Option Plan, and which (ii) the Company will not grant any further options under its 1998 Stock Option Plan or any other Option Plan unless prior to such grant it shall have been Approved by the Board and/or Members, reserved for issuance to the extent that Supermajority Approval or Approval Purchaser such number of shares of Common Stock as is equal to twenty percent (20%) of the Board and/or Supermajority Approval or Approval number of the Members is required hereundershares of Common Stock subject to such options.

Preemptive Rights. (a) Subject Except for (x) issuances of Units to clause (f) below, the officers employees of the Company shall not solicit capital contributions and its Subsidiaries pursuant to the Option Agreements and pursuant to any other plan or issue any Interests arrangement approved by the Board and (or Unitsy) in the issuance of Units pursuant to Section 2.3(b) of the Purchase Agreement, if the Company therefor unless it authorizes the issuance or sale of any Units or any securities containing options, warrants or rights to acquire any Units. (i) The Company shall first delivers offer to sell to each Initial Member Securityholder a portion of such Securityholder Securities or other securities equal to the quotient determined by dividing (each 1) the number of Securityholder Securities held by such Initial Member holder by (2) the total number of outstanding Securityholder Securities. Each Securityholder shall be entitled to purchase such securities at the most favorable price and on the most favorable price and on the most favorable terms as such securities are to be offered to any other Person. (ii) In order to exercise its purchase rights hereunder, an Securityholder must within 30 days after receipt of written notice from the Company describing in reasonable detail the securities being referred offered, the purchase price thereof, the payment terms and such holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. If all of the securities offered to the Securityholders are not fully subscribed by such holders, the remaining securities shall be reoffered by the Company to the Securityholders purchasing their full allotment upon the terms set forth in this Section 2.8 6(a), except that such holders must exercise their purchase rights within five days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such securities which the Securityholders have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any securities offered or sold by the Company after such 90-day period must be reoffered to the Securityholders pursuant to the terms of this Section 6(a). (iv) Notwithstanding any other provision of this Section 6, no Securityholder shall have any right to purchase any of the Securityholder Securities it would otherwise have the right to purchase pursuant to Section 6(a) if the members of the Providence Group have advised the Company in writing that no member of the Providence Group .or any of their Affiliates will purchase any of the Securityholder Securities proposed to be issued or sold; provided, however, that if the proposed issuance -------- ------- or sale by the Company is to a private equity (non- strategic) investor, the Primus Group shall have the right to purchase Securityholder Securities under Section 6(a) notwithstanding the fact that no member of the Providence Group or their Affiliates will purchase any of the Securityholder Securities to be issued or sold. (v) The rights of the Securityholders under this Section 6(a) shall terminate upon the consummation of the initial Public Sale by the Company or Luxco. (b) Prior to the Company's issuance or sale of Units or securities containing options, warrants or rights to acquire any Units to the Providence Group if after such issuance the Providence Group would own more than an aggregate of 50 million Units or securities containing options, warrants or rights to acquire any Units, the Company shall: (i) offer to sell to Primus such number of Securityholder Securities or other securities as equals to the number of Units over 50 million Units proposed to be sold to the Providence Group times the -quotient determined by dividing (1) the number of Securityholder Securities held by the Primus Group by (2) the total number of outstanding Securityholder Securities. The Primus Group shall be entitled to purchase such securities at the price and terms as such securities were offered to the Providence Group. (ii) In order to exercise its purchase rights hereunder, the Primus Group must within 30 days after receipt of written notice from the Company describing in reasonable detail the securities being offered, the purchase price thereof, the payment terms and the Primus Group's percentage allotment, deliver a “Buyer”written notice to the Company describing its election hereunder. If all of the securities offered to the Primus Group are not fully subscribed by such holders, the remaining securities shall be reoffered by the Company to the Providence Group, except that the Providence Group must exercise their purchase rights within five days after receipt of such reoffer. (iii) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such securities which the Primus Group have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the Providence Group than those offered to the Primus Group. Any securities offered or sold by the Company after such 90-day period must be reoffered to the Primus Group pursuant to the terms of this Section 6(b). (iv) The rights of the Primus Group under this Section 6(b) shall terminate upon the consummation of the initial Public Sale by the Company or Luxco. (c) If the Company has a right to exercise its preemptive rights under Section of the Luxco Securityholders' Agreement, it shall first comply ------- with the following terms and conditions: (i) The Company shall first deliver to each Securityholder a written notice (the “"Notice of Proposed Issuance”Preemptive Rights") specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue Purchase Price for the Offered Interests offered Luxco securities and stating that (1) each Securityholder has the Buyers right to elect that the Company shall purchase the offered Luxco securities provided that each Institutional Investor must agree to -------- ---- such purchase or (2) each Securityholder has the right to elect to purchase a portion of such offered Luxco securities equal to the number of Luxco securities which may be purchased pursuant to the Company's exercise of its preemptive rights times the quotient determined by dividing (x) the number of Securityholder Securities held by such holder by (y) the total number of outstanding Securityholder Securities (with respect to each Securityholder, its "Pro Rata Amount"). Each Institutional Investor shall be entitled to purchase such securities at the most favorable price and on the most favorable terms as such securities are to be offered to any other Securityholder. Each Securityholder must give the Company written notice of its election under this Section 6(c)(i)(l) or (2) within 10 days of its receipt of the Notice of Preemptive Rights, unless a shorter period is specified in the Notice of Preemptive Rights. (ii) If each Institutional Investor elects to have the Company purchase the offered Luxco securities pursuant to Section 6(c)(i)(l) above, then the Company shall purchase such securities on the terms set forth in the Notice of Preemptive Rights . (iii) If each Institutional Investor does not elect to have the Company purchase the offered Luxco securities pursuant to Section 6(c)(i)( 1) above, then each Securityholder shall have the right to purchase its Pro Rata Amount of the offered Luxco securities. If all of the securities offered to the Securityholders are not fully subscribed by such holders, the remaining securities shall be reoffered by the Company to the Securityholders purchasing their full allotment upon the terms set forth in this Section 6, except that such --------- holders must exercise their purchase rights within five days after receipt of such reoffer. (iv) Notwithstanding any other provision of this Section 6, --------- no Securityholder shall have any right to purchase any of the offered Luxco securities it would otherwise have the right to purchase pursuant to Section 6(c) if the ------------ members of the Providence Group have advised the Company in writing that no member of the Providence Group or any of their Affiliates will purchase any of the offered Luxco securities proposed to be issued or sold; provided, however, that if the proposed issuance or -------- ------- sale by Luxco is to a private equity (non-strategic) investor, the Primus Group shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment offered Luxco securities pursuant to Section 6(c) notwithstanding the rules and regulations fact that no member of the Securities Exchange Act Providence Group or their Affiliates will purchase any of 1934, as amended. Confidential portions have been omitted the offered Luxco securities proposed to be issued or sold and have been filed separately with the Securities and Exchange Commission. described in Providence Group shall cause the Company to take such Notice of Proposed Issuance or, actions so that the Primus Group may instead (at the election of exercise such Buyer), pay for such Offered Interests with the cash equivalent of such priceright. (bv) During the [***] Business Day period commencing on the date Company delivers to all The rights of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period.Securityholders under this Section ------- 6 (c) Each Buyer shall have terminate upon the right to purchase up to that percentage consummation of the Offered Interests equal to the Percentage Interest in ---- initial Public Sale by the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Shareor Luxco.” (dvi) In the event that The Company shall not assign all or any Buyer elects not to purchase portion of its full Proportionate Share rights under Section 6 of the Offered Interests Luxco Securityholders' Agreement unless pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii6(c)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject If a Member intends to clause (f) belowTransfer all or any part of its Ownership Interest, the officers or an Affiliate of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers a Member intends to each Initial Transfer Control of such Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered InterestsTransferring Entity”), all such Member shall promptly notify each other Member of the material terms, including such intentions. The notice shall state the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same all other pertinent terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act intended Transfer, and shall be accompanied by a copy of 1934the offer or the contract for sale. If the consideration for the intended transfer is, in whole or in part, other than monetary, the notice shall describe such consideration and its monetary equivalent (based upon the fair market value of the nonmonetary consideration and stated in terms of cash or currency). The other Member or Members, as amended. Confidential portions applicable, shall have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead thirty (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b30) During the [***] Business Day period commencing on days from the date Company delivers such notice is delivered to all of notify the Buyers Transferring Entity (and the Notice of Proposed Issuance (Member if its Affiliate is the “[***] Period”), Transferring Entity) whether it elects to acquire the Buyers shall have the option to purchase up to all of the Offered Interests offered interest at the same price and upon the same terms and conditions specified (or its monetary equivalent in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (ccash or currency) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth as stated in the original Notice of Proposed Issuancenotice. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilegeIf there are more than two (2) Members, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager non-Transferring Entity Members shall have the rightright to acquire the offered interest pro rata, until and if a non-Transferring Entity Member elects not to acquire its proportionate share of the expiration offered interest, the other non-Transferring Entity Members shall have the right to do so. If the non-Transferring Entity Members elect to acquire the offered interest, their acquisition of [***] consecutive the offered interest shall be consummated promptly. 1.1 If the non-Transferring Entity Member or Members, as applicable, fail to so elect within the period provided for above, the Transferring Entity shall have one hundred twenty (120) days commencing on the first day immediately following the expiration of such period to consummate the [***] Period, Transfer to issue the Offered Interests not purchased by the Buyers a third party at not less than, a price and on terms no more less favorable in any material respect to the purchaser(s) thereof thanTransferring Entity than those offered by the Transferring Entity to the non-Transferring Entity Member or Members, as applicable, in the aforementioned notice. 1.2 If the Transferring Entity fails to consummate the Transfer to a third party within the period stated above, the price preemptive right and terms specified the correlative obligation of the Transferring Entity in the Notice respect of Proposed Issuancesuch offered interest shall be deemed to be revived. If Any subsequent proposal to Transfer such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue interest shall be conducted in accordance with all of the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described procedures stated in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderSection.

Preemptive Rights. If at any time during the Standstill Period ----------------- The Company proposes to issue (awhether for cash, property or services) Subject any Equity Securities (as defined below) to clause any person or entity (fincluding a Shareholder) below(other than pro rata issuances of Equity Securities to all holders of the Company's common stock), the officers New Shareholder shall have the right (which it may exercise in whole or in part) to purchase, upon the same terms (but subject to the penultimate sentence of this section 4.1), a proportionate quantity of those Equity Securities (or Equity Securities as similar as practicable to those Equity Securities) in the proportion that the aggregate number of Shares then beneficially owned by Xxxxx XX and all direct and indirect majority-owned subsidiaries of Xxxxx Xx (including the New Shareholder and all direct and indirect majority-owned subsidiaries of the New Shareholder) (all such subsidiaries of Xxxxx Xx being collectively called the "Bayer Controlled subsidiaries") bears to the total number of Shares then outstanding. (For purposes of this agreement, Xxxxx Xx and the Bayer Controlled Subsidiaries shall not be deemed to own beneficially any Shares subject to the Voting Trust Agreement or held by any of the other Shareholders, and none of the Continuing Shareholders shall be deemed to own beneficially any Shares held by any of the other Shareholders and, in each case, otherwise subject to the provisions of this agreement with respect to voting or disposition.) The Company shall give notice to the New Shareholder setting forth the identity of the purchaser and the time, which shall not be fewer than 60 days and not more than 90 days, within which, and the terms upon which, the New Shareholder may purchase the Equity Securities, which terms shall be the same as the terms upon which the purchaser may purchase the Equity Securities. Notwithstanding anything to the contrary in this section 4.1, however, in the case of any issuance of options, rights or securities convertible into, or exchangeable or exercisable for, Shares, the Company shall not solicit capital contributions or issue any Interests (or Units) in be deemed to have issued Equity Securities until the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all issuance of the material termsShares underlying such options, including rights or securities, and the price New Shareholder's right to purchase Shares under this section 4.1 shall not become effective, unless the number of Shares the New Shareholder is entitled to purchase at the time under this section 4.1 is greater than 1% of the then outstanding Shares (cash or non-cash) upon but any entitlement to purchase Shares that is so suspended shall be carried forward and cumulated, until the cumulative number of Shares so carried forward equals at least 1% of the then outstanding Shares, at which Company proposes time the right that had been suspended shall cease to issue be suspended for 60 days, at which time the Offered Interests and stating that the Buyers right shall have terminate). Where the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Equity Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives section 4.1 arises from an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company Equity Securities (i) issued in connection with to or for the [***] whether by the [***] benefit of employees or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval directors of the Board and/or Approval Company or any of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunderits subsidiaries, (ii) issued as part of in connection with an [***] and acquisition or (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.a warrant or

Preemptive Rights. (a) Subject to clause If after the Closing Date, and for so long as the Purchaser (ftogether with its Affiliates) belowbeneficially owns at least 5% of the Common Stock on a fully diluted basis, the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue sell any shares of its Capital Stock for cash (including any convertible notes to be sold to financial institutions for resale pursuant to Rule 144A, but excluding (i) Excluded Stock, as such term is defined in the Offered Interests Certificate of Designation, or otherwise pursuant to an employee benefit plan approved by the Board and stating that (ii) shares of Common Stock being publicly offered in a bona fide underwritten offering) to any Person in a transaction or transactions, as the Buyers case may be, the Purchaser shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for purchase, at the same price per share and in accordance with the same upon substantially similar terms and conditions specified in as such Notice securities are proposed to be offered to others, up to a number of Proposed Issuance, provided, that if shares of such price consists of non-cash consideration, a Buyer may purchase Capital Stock (the Offered Interest with “New Stock”) sufficient for it to maintain the same type and amount percentage ownership of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations outstanding securities of such class of Capital Stock of the Securities Exchange Act of 1934, Company as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in Purchaser owned immediately prior to such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceissuance. (b) During (i) In the [***] event the Company intends to make a private offering of convertible notes or convertible preferred stock made to financial institutions for resale pursuant to Rule 144A, no later than five (5) Business Day period commencing on Days after the commencement of marketing with respect to such Rule 144A offering, it shall give the Purchaser prompt written notice of its intention (including a copy of the offering memorandum provided to investors pursuant to such Rule 144A offering) describing, to the extent then known, the anticipated amount of securities, range of prices, timing and other material terms of such offering. The Purchaser shall have ten (10) calendar days from the date of receipt of any such notice to notify the Company delivers in writing that it intends to all exercise such preemptive purchase rights and as to the amount of New Stock the Purchaser desires to purchase, up to the maximum amount calculated pursuant to Section 5.04(a). The failure to respond during such ten (10) calendar day period shall constitute a waiver of the Buyers preemptive rights only in respect of such offering. (ii) If the Notice Company proposes to sell any shares of Proposed Issuance its Capital Stock for cash to any Person in a transaction or transactions, as the case may be, that is neither an underwritten public offering nor a private offering of convertible notes or convertible preferred stock made to financial institutions for resale pursuant to Rule 144A (excluding (i) Excluded Stock, as such term is defined in the Certificate of Designation, or otherwise pursuant to an employee benefit plan approved by the Board) (a “[***] PeriodPrivate Placement”), the Buyers Company shall have give the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give Purchaser prompt written notice of its election to Company prior intention, describing, to the expiration extent then known, the anticipated amount of securities, price and other material terms upon which the Company proposes to offer the same. The Purchaser shall have ten (10) calendar days from the date of receipt of the [***] Periodnotice required by the immediately preceding sentence to notify the Company in writing that it intends to exercise such preemptive purchase rights and as to the amount of New Stock the Purchaser desires to purchase, up to the maximum amount calculated pursuant to Section 5.04(a). The failure of the Purchaser to respond during the ten (10) calendar day period referred to in the second preceding sentence shall constitute a waiver of the preemptive rights in respect of such offering only. (c) Each Buyer shall have (i) If the right to Purchaser exercises its preemptive purchase up to that percentage rights provided in Section 5.04(b)(ii), the closing of the Offered Interests equal purchase of the New Stock with respect to which such right has been exercised shall be conditioned on the consummation of the Private Placement giving rise to such preemptive purchase rights and shall take place simultaneously with the closing of the Private Placement or on such other date as the Company and the Purchaser shall agree in writing; provided, that the actual amount of New Stock to be sold to the Percentage Interest Purchaser pursuant to its exercise of preemptive rights hereunder shall be reduced if the aggregate amount of Capital Stock sold in the Private Placement is reduced and, at the option of the Purchaser (to be exercised by delivery of written notice to the Company then held by within three (3) Business Days of receipt of notice of such Buyer. The increase), shall be increased if such aggregate amount of such Offered Interests Capital Stock sold in the Private Placement is increased. In connection with its purchase of New Stock, the Purchaser shall execute an instrument in form and substance reasonably satisfactory to the Company containing the representations, warranties and agreements of the Purchaser that each Buyer is entitled to purchase are required under this Section 2.8 shall be referred to as its “Proportionate Sharethe terms of the Private Placement.” (dii) In If the event that any Buyer elects not to Purchaser exercises its preemptive purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (arights provided in Section 5.04(b)(i), (b) and (c) above, the Company shall deliver offer the Purchaser, if such Rule 144A offering is consummated, the New Stock (as adjusted to all of reflect the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance actual size of such Offered Interests not so purchased offering when priced) at the same price as the Capital Stock being offered is offered to the initial purchasers and on shall provide written notice of such price to the same Purchaser as soon as practicable prior to such consummation. Contemporaneously with the execution of any purchase agreement entered into between the Company and initial purchasers of such Rule 144A offering, the Purchaser shall enter into an instrument in form and substance reasonably satisfactory to the Company acknowledging the Purchaser’s binding obligation to purchase the New Stock to be acquired by it upon the terms and conditions set forth in offered to the original Notice of Proposed Issuance. Each initial purchasers and containing such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt additional representations, warranties and agreements of the Oversubscription Notice. IfPurchaser that are customary in private placement transactions, as and the failure to enter into such an instrument at or prior to such time shall constitute a result thereof, such oversubscription elections exceed the total number waiver of the Offered Interests available preemptive rights only in respect to of such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersoffering. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause Except as set forth in subparagraph (fb) below, the officers Partnership and the General Partner will not issue, sell or otherwise transfer for consideration to the Bain Group or its Affiliates (an "Issuance") at any time prior to an -------- IPO, any Equity Securities or Membership Interests (the "Preemptive Interests") -------------------- unless, at least 30 days and not more than 60 days prior to such issuance, the Partnership or the General Partner, as the case may be, notifies each Securityholder in writing of the Company shall not solicit capital contributions or issue any Interests Issuance (or Unitsincluding the price, the purchasers thereof and the other terms thereof) in the Company therefor unless it first delivers and grants to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice Securityholder, the right (the “Notice of Proposed Issuance”"Right") specifying the type to subscribe for and amount of purchase such capital contributions and Preemptive Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not ----- so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased issued at the same price and on the same terms and conditions set forth as issued in the original Notice Issuance such that, after giving effect to the Issuance and exercise of Proposed the Right, the Preemptive Interests owned by such holder shall represent the same percentage of the outstanding Class A Common Units, Class L Common Units and Membership Interests as were owned by such holder prior to the Issuance on a fully diluted basis, or such lesser amount designated by such holder. The Right may be exercised by such holder at any time by written notice to the Partnership and the General Partner, received by the Partnership and the General Partner within 15 days after receipt by such holder of the notice from the Partnership and the General Partner referred to above. The closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 10 days after the Partnership and the General Partner receive notice of the exercise of the Right and concurrently with the closing of the Issuance. Each In the event that the consideration received by the Partnership and the General Partner in connection with an Issuance is property other than cash, each Securityholder may, at its election, pay the purchase price for such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving additional securities in such property or solely in cash. In the Company written notice of its election during event that any such holder elects to pay cash, the [***] Business Day period following its receipt amount thereof shall be determined based on the fair value of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed consideration received or receivable by the total number of Partnership and/or the Offered Interests available General Partner in respect to such oversubscription privilege, connection with the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing BuyersIssuance. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (fb) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply to issuances of equity securities (or securities convertible into or exchangeable for, or options to purchase, such units), pro rata to all holders of Common Units, as a dividend on, subdivision of or other distribution in respect of, the Common Units in accordance with the Partnership's Partnership Agreement, nor issuances of equity securities (or securities convertible into or exchangeable for, or options to purchase, such membership interests), pro rata to all holders of Membership Interests, as a dividend on, subdivision of or other distribution in respect to of the issuance of Excluded Securities. For purposes Membership Interests in accordance with the General Partner's LLC Agreement. (c) The provisions of this Section 2.8, “Excluded Securities” shall mean any Interests in paragraph 6 will terminate upon the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part consummation of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderIPO.

Preemptive Rights. (ai) Subject to clause (f) below, the officers of Neither the Company shall not solicit capital contributions nor the Partnership (individually or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be together referred to as its “Proportionate Share.” "Issuer") will issue or sell or otherwise transfer any "equity securities" (dincluding any options, warrants, securities convertible, exchangeable or exercisable into equity or any other securities containing equity features) In the event that any Buyer elects (an "Issuance") unless, at least 30 days and not more than 60 days prior to purchase its full Proportionate Share such Issuance, Issuer notifies each holder of Securities in writing of the Offered Interests pursuant to Sections 2.8 Issuance (a)including the price, (bthe purchaser(s) thereof and other terms thereof) and (c) abovegrants to each holder of Securities in such Issuer, the Company shall deliver to all of the other Buyers a written notice right (the “Oversubscription Notice”"Right") specifying the total number of Offered Interests not to subscribe for and purchase such additional stock or other Securities so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased issued at the same price and on the same terms and conditions set forth to be issued in the original Notice Issuance such that, after giving effect to the Issuance and exercise of Proposed the Right, the shares owned by such holder shall represent the same percentage of total voting and economic interests (on a fully diluted basis) in such Issuer as was owned by such holder prior to the Issuance, or such lesser amount designated by such holder. The Right may be exercised by such holder or its nominee at any time by written notice by such holder to Issuer received within 30 days after receipt of notice by such holder from Issuer of the Issuance. Each such Buyer who The closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 10 days after Issuer receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt exercise of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed Right and concurrently with the total number closing of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing BuyersIssuance. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (fii) Notwithstanding the foregoing, the rights described in this Section 2.8 Right shall not apply to (A) issuances of securities pro rata to all holders of Securities, as a dividend on, subdivision of, or other distribution in respect of, Securities, (B) options and sales of securities to management in the ordinary course of business as approved by the Board (including under the Executive Agreements) and (C) issuances in connection with respect a public offering of securities by the Partnership or the Company. (iii) If all of the Issuance offered to the issuance holders of Excluded Securities. For purposes Securities of such Issuer are not fully subscribed by such holders, the shares that are not so subscribed for will be reoffered to such holders purchasing their full allotment upon the terms set forth in this Section 2.8paragraph 2(d) except that such holders must exercise their purchase rights within five (5) days after the receipt of such reoffer. (iv) Upon the expiration of the offering periods described above, “Excluded Securities” shall mean Issuer will be free to sell such Issuance during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchaser(s) thereof than those offered to such (v) If any Interests holder of Securities in such Issuer determines that it may have a regulatory problem if issued securities of the class in the Company proposed Issuance, the Issuer shall, upon written request of such holder, take all such commercially reasonable actions requested by such holder to allow such holder to purchase securities which are identical to the securities of the proposed Issuance, except that such securities shall be non-voting and shall be convertible into securities issued in the Issuance on such terms as are requested by such holder in light of regulatory considerations then prevailing. (vi) Except for Issuances subject to subparagraph (i) issued in connection with above or excluded from subparagraph (i) pursuant to subparagraph (ii), neither the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval Company of the Board and/or Approval of the Members, Partnership will authorize or issue any equity securities including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant any stock appreciation rights or phantom stock rights (each right to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iiibe considered on a per share basis)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause (f) belowIf, at any time after the date of this Agreement, the officers of Company (subject to approval under Section 6.2(j)) proposes to issue or sell any Interests (including any Units) in the Company shall not solicit capital contributions or issue any securities directly or indirectly exercisable or exchangeable for, or convertible into, Interests (or Units) in the Company therefor unless it first delivers (including any option, warrant or other right to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and subscribe for, purchase or otherwise acquire Interests (or Units) that Company then intends to issue therefor (in the Company, the “Offered InterestsPreemptive Securities”), all then, prior to any such issuance or sale, the Company shall give HHC and JG TopCo written notice of such proposed issuance or sale describing in reasonable detail the material terms, Preemptive Securities (including the number proposed to be issued or sold), the purchase price per unit of Preemptive Securities, the payment and other material terms and such Member’s Preemptive Securities Pro Rata Portion (cash or non-cash) upon which Company proposes to issue the Offered Interests each such written notice, a “Preemptive Rights Notice”). Each of HHC and stating that the Buyers JG TopCo shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuanceoption, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant exercisable by written notice to the rules and regulations Company within 30 days after receipt by such Member of the Securities Exchange Act of 1934Preemptive Rights Notice (such written notice, as amended. Confidential portions have been omitted an “Exercise Notice” and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance orperiod, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Exercise Period”), the Buyers shall have the option to elect to purchase up to all of from the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a)Company, (b) and (c) above, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions as set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice Preemptive Rights Notice, all or any portion of its election during Preemptive Securities Pro Rata Portion (as defined below), plus in the [***] Business Day period following its receipt of event the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back other Member does not exercise their pre-emptive rights hereunder with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers entire Preemptive Securities Pro Rata Portion pursuant to the foregoing provisionsa timely Exercise Notice, then General Manager shall have the right, until the expiration all or any portion of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue Preemptive Securities in accordance with the Notice following sentence. The “Preemptive Securities Pro Rata Portion” for any Member shall be such portion of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable Preemptive Securities equal to the Offered Interests. (f) Notwithstanding the foregoingPercentage Share of such Member. In any Exercise Notice, the Member electing to exercise its pre-emptive rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)4.3 (each, an “Electing Member”) in shall specify the aggregate [***] number of the aggregate Percentage Interests then outstanding Preemptive Securities, up to its Preemptive Securities Pro Rata Portion, that it desires to purchase, and which have been Approved by the Board and/or Members, subject to the extent that Supermajority Approval other Member not exercising his or Approval its pre-emptive rights hereunder with respect to such other Member’s entire Preemptive Securities Pro Rata Portion pursuant to a timely Exercise Notice, such remaining portion of Preemptive Securities. Any Member who shall fail to give the Board and/or Supermajority Approval Company an Exercise Notice during the Exercise Period (or Approval does not timely exercise such Member’s pre-emptive rights with respect to his or its Preemptive Securities Pro Rata Portion) shall be deemed to have forfeited such Member’s right to acquire the Preemptive Securities offered (or the portion thereof not exercised) pursuant to such Preemptive Rights Notice but, for the avoidance of the Members is required hereunderdoubt, any such failure shall not affect such Member’s pre-emptive rights pursuant to this Section 4.3 with respect to any future issuances or sales of Preemptive Securities.

Preemptive Rights. (a) Subject Prior to clause an IPO, if the Company proposes to issue additional equity securities (fincluding securities exercisable for or convertible into equity securities) below, the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in subsidiary of the Company therefor unless it first delivers proposes to issue additional equity securities, the Company shall deliver to each Initial Member (each such Initial Member being referred to in this Section 2.8 as each, a “BuyerParticipating Member”, or, collectively, the “Participating Members”) a written notice of such proposed issuance at least thirty (30) days prior to the date of the proposed issuance (the “Notice of Proposed Issuance”period from the effectiveness pursuant to Section 15.1(c) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (notice until the date of such proposed issuance, the “Offered InterestsSubscription Period”). Such notice shall include (i) the amount, all kind and terms of the material termsequity securities to be included in the issuance, including (ii) the maximum and minimum price per unit of the equity securities to be included in the issuance, (cash or non-cashiii) upon which Company proposes to issue the Offered Interests name and stating that address of the Buyers proposed purchaser and (iv) the proposed issuance date, if known. (b) Each Participating Member shall have the right option, exercisable at any time during the first twenty (20) days of the Subscription Period by delivering written notice to purchase the Offered Interests Company and on the same terms as those of the proposed issuance of such additional equity securities (including securities exercisable for or convertible into equity securities), to irrevocably subscribe for not more than its Sharing Percentage (in the manner specified in this Section 2.8 case of an issuance by a subsidiary, adjusted to take account of the ownership interests of stockholders of such subsidiary, including those who may also have preemptive rights) of any such additional equity securities (including securities exercisable for the same price per share and in accordance with or convertible into equity securities) on the same terms and conditions specified as are to be issued to the proposed purchaser in the issuance in question. Each Participating Member who does not exercise such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest option in accordance with the same type and amount above requirements shall be deemed to have waived all of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant such Participating Member’s rights with respect to such issuance. In the rules and regulations event that any Participating Member does not elect to purchase its aggregate Sharing Percentage of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead additional equity securities (at the election of such Buyer), pay including securities exercisable for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”or convertible into equity securities), the Buyers Company shall have deliver to each Participating Member (other than declining Participating Members) a written notice thereof not later than the option to purchase up to all twenty-fifth day of the Offered Interests at Subscription Period, including the same price number of equity securities which were subject to the purchase right of such declining Participating Member(s), and upon each other Participating Member may subscribe for not more than its Sharing Percentage (calculated using a denominator equal to the same terms number of Units owned by the non-declining Members and conditions specified in the Notice adjusted for other equity holders with similar pre-emptive rights) of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to such declined equity securities before the expiration of the [***] Subscription Period. (c) Each Buyer In the case of issuances of equity securities by HCA, a Participating Member may elect to subscribe for such securities by making a payment to the Company which the Company shall have apply to the right to purchase up to that percentage of, and hold (but not in the Capital Account of such Member and not as an asset of the Offered Interests equal to the Percentage Interest in the Company then held by Company), such Buyer. The amount securities on behalf of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate ShareMember.” (d) In If, prior to consummation, the event that any Buyer elects not to purchase its full Proportionate Share terms of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, proposed issuance shall change with the Company result that the price shall deliver to all of be less than the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such Offered Interests not so purchased at the same minimum price and on the same terms and conditions set forth in the original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription notice contemplated by giving clause (a) above or the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers other principal terms shall be cut back with respect substantially more favorable to oversubscriptions on the prospective buyer than those set forth in such notice, it shall be necessary for a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersseparate notice to be furnished, and the terms and provisions of this Section 9.8 separately complied with. (e) If all at the end of the Offered Interests have not been purchased by 90th day after the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration date of the [***] Periodeffectiveness of the notice contemplated by clause (a) above as such period may be extended to obtain any required regulatory approvals, to issue the Offered Interests Company or its subsidiary, as applicable, has not purchased by completed the Buyers at not less thanissuance, each Participating Member shall be released from such Participating Member’s obligations under the written commitment, the notice shall be null and void, and on it shall be necessary for a separate notice to be furnished, and the terms no more favorable and provisions of this Section 9.8 separately complied with, in order to consummate such issuance; (f) In the event that the participation in the issuance by a Participation Member as a purchaser would require under applicable law (i) the registration or qualification of such securities or of any material Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the purchaser(sissuance or (ii) thereof than, the price and terms specified provision to any participant in the Notice issuance of Proposed Issuance. If any specified information regarding the Company or any of its subsidiaries or the securities to be issued that is not otherwise required to be provided for the issuance, such remaining Offered Interests are Participation Member shall not issued within such period and at such price and on such terms, have the right to issue participate in accordance the issuance. (g) Each Participating Buyer shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each issuance pursuant to this Section 9.8. (h) Notwithstanding the requirements of this Section 9.8, the Company or its subsidiary, as applicable, may proceed with the Notice of Proposed Issuance shall expire and any issuance prior to having complied with the provisions of this Agreement Section 9.8 so long as such entity has used reasonable best efforts to give the Members the opportunity to invest in the issuance; provided that the Company or its subsidiary, as applicable, shall: (i) provide to each Member in connection with such issuance (A) with prompt notice of such issuance and (B) the notice described in clause (a) above in which the actual price per unit of the equity securities shall continue be set forth; (ii) offer to issue to such holder of Units such number of securities of the type issued in the issuance as may be applicable requested by such holder of Units (not to exceed the Sharing Percentage that such holder of Units would have been entitled to pursuant to Section 9.8 multiplied by the sum of (a) the number of equity securities included in the issuance and (b) the maximum aggregate number of shares issuable pursuant to this clause (g) with respect to such issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the issuance received; and (iii) keep such offer open for a period of thirty business days, during which period, each such holder may accept such offer by sending a written acceptance to the Offered InterestsCompany or its subsidiary, as applicable, committing to purchase an amount of such securities (not in any event to exceed the Sharing Percentage that such holder would have been entitled to pursuant to this Section 9.8 otherwise, multiplied by the sum of (a) the number of equity securities included in such issuance and (b) the aggregate number of shares issued pursuant to this clause (h) with respect to such issuance). (fi) Notwithstanding the foregoing, the rights described in The provisions of this Section 2.8 9.8 shall not apply with respect to issuances by the Company or any subsidiary of the Company as follows: (i) any issuance to the Company or any wholly owned subsidiary of the Company; (ii) any issuance of Excluded Securities. For purposes securities upon the exercise or conversion of any stock, options, warrants or convertible securities outstanding on the date hereof or issued after the date hereof in a transaction that complied with the provisions of this Section 2.89.8; (iii) any issuance of shares of equity securities, “Excluded Securities” shall mean any Interests in options, warrants or convertible to officers, employees, directors or consultants (other than a Member or an Affiliate thereof) of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or its subsidiaries, in each case to the extent approved by the Board or pursuant to an employment benefit plan or arrangement approved by the Board; (iiv) issued any issuance of equity securities, options, warrants or convertible securities, in each case to the extent approved by the Board, (A) in any business combination or acquisition transaction involving the Company or any of its subsidiaries, including a Change of Control, (B) in connection with any joint venture or strategic partnership entered into primarily for purposes other than raising capital (as determined by the Board in its sole discretion) or (C) to financial institutions, commercial lenders, broker/finders or any similar party, or their respective designees, in connection with the [***] whether incurrence or guarantee of indebtedness by the [***] Company or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval any of the Board and/or Approval its subsidiaries; (v) any issuance of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment equity securities pursuant to the rules and regulations a public offering; (vi) any issuance of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors Units in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively a Delayed Equity Amount Shortfall; (including all prior issuances vii) the issuance of Interests (or Units) that are Excluded Securities pursuant Units to this Section 2.8(f)(iii)) the Members and shares of HCA stock to its various stockholders in connection with the aggregate [***] closing of the aggregate Percentage Interests then outstanding and which have been Approved Company’s acquisition of HCA; or (viii) any issuance of securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of equity interest or recapitalization approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderBoard.

Preemptive Rights. (a) Subject to clause (f) belowIf, any time during the officers of the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day three year period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Buyer elects not to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) aboveAgreement, the Company shall deliver issue any Common Stock or any debt or equity securities convertible into or exchangeable for Common Stock ("Additional Securities"), then, subject to all the last sentence of this paragraph, the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer Company shall have a right of oversubscription offer to MCI an opportunity to purchase up to from the balance of such Offered Interests not so purchased Company, at the same price price, for the same consideration, and on the same terms and subject to the same conditions set forth as are applicable to purchases by others, such number of Additional Securities as are necessary for MCI to maintain its then-current "percentage equity ownership interest" in the original Notice of Proposed IssuanceCompany. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (e) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager MCI shall have the right, until but not the expiration obligation, to accept any such offer in whole or in part. Upon commencement of [***] consecutive such issuance, the Company shall present to MCI in writing the terms and conditions of such issuance, along with a calculation showing the number of Additional Securities to which MCI is entitled to subscribe. Upon receipt of such offer, MCI will have fifteen (15) calendar days commencing on in which to exercise its rights under this Article II, by written notice to the first day immediately following Company. If MCI does not exercise its rights with respect to such issuance within such fifteen (15) days, then those rights will expire with respect to that issuance of Additional Securities. This Article II shall not apply to (i) any issuance pursuant to the expiration Company's equity participation plans, or (ii) the exercise of one or more warrants, options, conversion rights, exchange rights, or similar rights (A) existing as of the [***] Perioddate of this Agreement, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect (B) issued pursuant to the purchaser(sCompany's equity participation plans, (C) thereof than, issued pursuant to agreements or rights existing as of the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions date of this Agreement shall continue to be applicable to the Offered Interests. or (fD) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply associated with respect to the issuance of Excluded any Additional Securities. For the purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in Agreement the Company (i) issued in connection with phrase "percentage equity ownership interest" means the [***] whether percentage of the outstanding Common Stock represented by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules Subscription Shares and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities any securities purchased pursuant to this Section 2.8(f)(iii)) in Article, assuming the aggregate [***] full conversion, exchange and exercise of all outstanding securities of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or MembersCompany that are directly or indirectly convertible into, to the extent that Supermajority Approval exchangeable for or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunderexercisable for Common Stock.

Preemptive Rights. The Company shall not issue, sell or exchange, or agree to issue, sell or exchange, any shares of Common Stock or Common Stock Equivalents (aother than with respect to Exempt Issuances) Subject to clause (f) belowunless, the officers of in each case, the Company shall not solicit capital contributions have first given written notice to the Holder (i) stating the Company’s intention to make such issuance, sale or exchange, the amount to be issued, sold or exchanged, the purchase price, and a summary of the other material terms of the proposed issuance, sale or exchange, and (ii) offering to issue any Interests to the Holder its pro rata share of the Common Stock or Common Stock Equivalents being issued on the terms set forth in such notice. In determining the Holder’s pro rata share of Common Stock or Common Stock Equivalents being issued for purposes of this Section 5.1, all Common Stock Equivalents (including without limitation all Warrants) shall be deemed to have been exercised or Units) in converted into Common Stock. Such preemptive offer by its terms shall remain open and irrevocable for a period of at least 20 days from the date it is delivered by the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Holder. Notice of Proposed Issuance”) specifying the type Holder’s intention to accept a preemptive offer, in whole or in part, shall be evidenced by a writing signed by the Holder and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant delivered to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all of the Buyers the Notice of Proposed Issuance (the “[***] Period”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration end of the [***] Period. (c) Each Buyer shall have offer period, setting forth the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company then held by such Buyer. The amount of Common Stock or Common Stock Equivalents that the Holder elects to make subject to such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) warrant. In the event that any Buyer the Holder does not deliver such a notice of acceptance, or elects in such notice not to purchase accept all of its full Proportionate Share pro rata share of the Offered Interests pursuant Common Stock or Common Stock Equivalents subject to Sections 2.8 (a), (b) and (c) abovethe preemptive offer, the Company shall deliver to all of the other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] have 20 Business Days following the expiration last date on which such a notice of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription acceptance can be validly delivered to purchase up to the balance issue, sell or exchange all or any part of such Offered Interests remaining offered Common Stock or Common Stock Equivalents not so purchased at covered by the same price and on the same notice of acceptance to any other Person or Persons, but only upon terms and conditions in all respects that are no more favorable to such other Person or Persons, or less favorable to the Company, than those set forth in the original Notice of Proposed Issuancepreemptive offer. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving If the Company written notice does not consummate the issuance of its election during the [***] Business Day period following its receipt all or part of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed remaining Common Stock or Common Stock Equivalents subject to the total number of the Offered Interests available in respect preemptive offer to such oversubscription privilegeother Person or Persons within such period, the oversubscribing Buyers right provided hereunder shall be cut back with respect deemed to oversubscriptions on a pro rata basis be revived and such Common Stock or Common Stock Equivalents shall not be offered unless first reoffered to the Holder in accordance with their relative Proportionate Shares this Article VI. Upon the issuance, sale or as they may otherwise agree among exchange to or with such oversubscribing Buyers. (e) If other Person or Persons of all or part of the Offered Interests have not been purchased remaining Common Stock or Common Stock Equivalents covered by the Buyers pursuant preemptive offer, the Company shall issue to the foregoing provisionsHolder the Common Stock or Common Stock Equivalents covered by the notice of acceptance delivered to the Company by the Holder, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interestspreemptive offer. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued in connection with the [***] whether by the [***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. (a) Subject to clause (f) belowthe terms and conditions of this Section 5.5 and applicable securities laws, and any consent required hereunder, if the officers of Company proposes to offer or sell any New Securities, the Company shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers offer such New Securities to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such priceMajor Holder. (b) During the [***] Business Day period commencing on the date The Company delivers to all of the Buyers the Notice of Proposed Issuance shall give notice (the “[***] PeriodOffer Notice”)) to each Major Holder, stating (i) its bona fide intention to offer such New Securities, (ii) the Buyers shall have number of such New Securities to be offered, and (iii) the option to purchase up to all of the Offered Interests at the same price and terms, if any, upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing which it proposes to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Periodoffer such New Securities. (c) Each Buyer shall have By notification to the right Company within twenty (20) days after the Offer Notice is given, each Major Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that percentage portion of such New Securities which equals the proportion that the Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Offered Interests Preferred Units and any other Derivative Securities then held, by such Major Holder bears to the total Common Units of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Units and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Holder that elects to purchase or acquire all the securities available to it (each, a “Fully Exercising Major Holder”) of any other Major Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Major Holder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of securities specified above, up to that portion of the New Securities for which Major Holders were entitled to subscribe but that were not subscribed for by the Major Holders which is equal to the Percentage Interest in proportion that the Company Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Units and any other Derivative Securities then held held, by such BuyerFully Exercising Major Holder bears to the Common Units issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Units and any other Derivative Securities then held, by all Fully Exercising Major Holders who wish to purchase such unsubscribed securities. The amount closing of such Offered Interests that each Buyer is entitled any sale pursuant to purchase under this Section 2.8 shall be referred occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to as its “Proportionate Sharesubsection (a) of this Section.” (d) In If all New Securities referred to in the event that any Buyer elects Offer Notice are not elected to purchase its full Proportionate Share of the Offered Interests pursuant to Sections 2.8 (a), be purchased or acquired as provided in subsection (b) and (c) aboveof this Section, the Company shall deliver to all of may, during the other Buyers a written notice ninety (the “Oversubscription Notice”90) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days day period following the expiration of the [***] Period set forth periods provided in subsection (b) of this Section 2.8(b) above. Each (or such Buyer shall have longer period as the Board determines to keep such offer open), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a right of oversubscription to purchase up price not less than, and upon terms no more favorable to the balance of such Offered Interests not so purchased at the same price and on the same terms and conditions set forth offeree than, those specified in the original Notice of Proposed IssuanceOffer Notice. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving If the Company written notice of its election during does not enter into an agreement for the [***] Business Day period following its receipt sale of the Oversubscription Notice. IfNew Securities within such period, as a result or if such agreement is not consummated within thirty (30) days of the execution thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers right provided hereunder shall be cut back with respect deemed to oversubscriptions on a pro rata basis be revived and such New Securities shall not be offered unless first reoffered to the Major Holders in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyersthis Section. (e) If all The right of the Offered Interests have first offer in this Section shall not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to (i) Exempted New Securities; (ii) securities issued in the Offered InterestsIPO (so long as all Major Holders have the same, pro rata, right to participate in any purchase thereof on the same terms); and (iii) the issuance of shares of Series B Preferred Units under the Series B Purchase Agreement. (f) Notwithstanding the foregoing, the rights described The covenants set forth in this Section 2.8 shall not apply with respect terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the issuance periodic reporting requirements of Excluded Securities. Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, whichever event occurs first. (g) For purposes of this Section 2.8Agreement, the term “Excluded Exempted New Securities” shall mean any Interests in the Company mean: (i) New Securities issued as a stock or unit dividend or other distribution or upon any subdivision, split or combination of the currently outstanding Units (or any such Units the original issuance of which was conducted in accordance with this Section); (ii) New Securities issued upon conversion, exchange or redemption of any currently outstanding convertible or exchangeable securities (or any New Securities the original issuance of which was conducted in accordance with this Section); (iii) New Securities issued upon exercise of any currently outstanding options or warrants (or any such options or warrants the original issuance of which was conducted in accordance with this Section); (iv) New Securities issued to any employee, former employee, consultant, financial or other advisor, Manager or advisory board member of the Company or any of its subsidiaries as compensation or as an incentive for services, including in connection with the [***] implementation of the Transaction Bonus Plan pursuant to Section 5.1(d); (v) New Securities issued as consideration (whether partial or otherwise) for the purchase by the [***] Company or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval any of its subsidiaries of assets constituting a business unit or of the Board and/or Approval stock or other equity securities of the Members, including [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment any Person or Persons; (vi) New Securities issued pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii)) in the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to the extent that Supermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.a Public