Common use of Preemptive Rights Clause in Contracts

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

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

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

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

Preemptive Rights. (a) Prior to any the earlier of an initial Public Offering or the listing of the REIT Shares on a national securities exchange or automated quotation system, if (i) SR Mezz proposes to issue additional Common Units SR Mezz shall deliver to SteepRock a written notice of such proposed issuance (the period from the delivery of Series A Parity Securities permitted under Section 5.11(b)(iii)such notice until the date that is five (5) Business Days after the delivery of such notice, the Partnership shall“Subscription Period”). Such notice shall include, by written notice to the Series A Preemptive Rights Holders extent applicable, (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (Ai) the number of Series A Preferred the Common Units held to be included in the issuance, (ii) the price (or the maximum and minimum price, if applicable) of the Common Units to be included in the issuance, and (iii) the proposed issuance date, if known. (b) Except as otherwise provided in this Section 2.05, SteepRock shall have the option, exercisable at any time during the Subscription Period by such Series A Preemptive Rights Holder delivering an irrevocable written notice to SR Mezz prior to the expiration of the Subscription Period, and on the date same terms as those of the Notice proposed issuance, to irrevocably subscribe for up to such number of Issuance divided by Common Units as is equal to the product of (Bi) the aggregate number of Series A Preferred any such Common Units, to be offered and (ii) the lesser of (x) 5% and (y) a fraction the numerator of which is the number of Common Units held owned by all Series A SteepRock and the denominator of which is the total number of Common Units then outstanding (the “Preemptive Rights Holders Percentage”), in each case, on the date of same terms and conditions as are to be provided to the Notice of Issuance; provided, that proposed purchaser in the offer issuance in question. If SteepRock does not exercise any portion of such Series A Parity Securities shall not be on a basis less favorable to option in accordance with the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedabove requirements, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder it shall be deemed to have waived all of its rights with respect to such issuance. (c) If, prior to consummation of the issuance of Common Units covered by this Section 2.05, the terms of the proposed issuance change with the result that the price is less than the minimum price or more than the maximum price set forth in the notice contemplated by clause (a) above or the other principal terms are more favorable in any and all rights material respect to purchase such Series A Parity Securities the prospective purchaser than those set forth in such transaction. Notwithstanding notice, it shall be necessary for a separate notice to be furnished, and the foregoingterms and provisions of this Section 2.05 separately complied with. (d) If at the end of the 120th day after the date of the delivery of the notice contemplated by clause (a) above as such period may be extended to obtain any required regulatory approvals, SR Mezz has not completed the issuance, SteepRock shall be released from its obligations under the written commitment, the notice shall be null and void, and it shall be necessary for a separate notice to be furnished, and the terms and provisions of this Section 2.05 separately complied with, in no order to consummate such issuance. (e) In the event that the participation in the issuance by SteepRock as a purchaser would require under applicable law (i) the registration or qualification of such Common Units or of any Person as a broker or dealer or agent with respect to such Common Units where such registration or qualification is not otherwise required for the issuance or (ii) the provision to SteepRock of any specified information regarding KREF or any of its Subsidiaries (as defined in the LLC Agreement) or the Common Units to be issued that is not otherwise required to be provided for the issuance, SteepRock shall not have the Partnership right to participate in the issuance. (f) SteepRock shall take or cause to be obligated taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders consummate each issuance pursuant to this Section 5.11(b)(viii2.05. (g) Notwithstanding the requirements of this Section 2.05, SR Mezz may proceed with any issuance that would otherwise be subject to this Section 2.05 prior to having complied with the provisions of this Section 2.05; provided that SR Mezz shall: (i) provide to SteepRock in connection with such issuance (A) prompt notice of such issuance and (B) the notice described in clause (a) above in which the actual price of the Common Units shall be set forth; (ii) offer to issue to SteepRock such number of Common Units as may be requested by SteepRock (not to exceed the Preemptive Percentage that SteepRock would have been entitled to pursuant to this Section 2.05 multiplied by the number of Common Units included in the issuance and any further issuance pursuant to this clause (g)) 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 five (5) Business Days, during which period, SteepRock may accept such offer by sending an irrevocable written acceptance to SR Mezz, committing to purchase in accordance with the procedures set forth in Section 2.05(b), a number of Common Units (not in any event to exceed the Preemptive Percentage that SteepRock would have been entitled to pursuant to this Section 2.05 otherwise, multiplied by the number of Common Units included in such issuance and any further issuance pursuant to this clause (g)). (h) The provisions of this Section 2.05 shall not apply to any of the following: (i) any issuance of Common Units in connection with the Capital Contributions contemplated by Section 2.02(a) and Section 2.02(b); (ii) any issuance of Common Units to SR Mezz or any wholly-owned Subsidiary of SR Mezz ; (iii) any issuance of Common Units to officers, employees, directors or consultants of the Partnership or its Affiliates in connection with such Person’s service for the benefit of KREF, the Partnership or its Subsidiaries; (iv) any issuance of Common Units, (A) in connection with any securities issued to the owners direct or indirect business combination or acquisition transaction involving SR Mezz or any of another entity its Subsidiaries, or (B) in connection with any joint venture or strategic partnership entered into primarily for purposes other than raising capital (as determined in good faith by KREF in its sole discretion); (v) any issuance of any Common Units upon the acquisition exercise or conversion of such entity by any options, warrants, rights or other securities exercisable for or convertible into Common Units; (vi) any issuance of Common Units pursuant to a Public Offering; or (vii) any issuance of Common Units in connection with any stock split, stock dividend or distribution or recapitalization transaction (i) The provisions of this Section 2.05 shall terminate upon the Partnership by mergerearliest to occur of (x) consummation of an initial Public Offering, consolidation, sale or exchange of securities, purchase of substantially all (y) the listing of the assets, REIT Shares on a national securities exchange or other reorganization whereby automated quotation system and (z) the Partnership acquires more than 50% termination of the voting power or assets of such entitySub-Advisory Agreement.

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

Preemptive Rights. Prior 6.7.1 If, following the date of this Agreement, Company proposes to issue additional Units, or any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)options, the Partnership shallrights or warrants to purchase equity securities or any securities convertible or exchangeable into (collectively, by “Derivative Securities”) Units, Company shall provide written notice to each Member of such anticipated issuance no later than twenty (20) Business Days prior to the Series A Preemptive Rights Holders anticipated issuance date. Such notice shall set forth the material terms and conditions of the issuance, including the proposed purchase price for such new Units (or Derivative Securities, as the “Notice case may be) and the anticipated issuance date. Each Member shall have the right to purchase up to its pro rata portion of Issuance”such new issuance at the price and on the terms and conditions specified in Company’s notice by delivering an irrevocable written notice to Company no later than five (5) Business Days before the anticipated issuance date, setting forth the number of such new Units (or Derivative Securities, as the case may be) for which such right is exercised. Such notice shall also include the maximum number of new Units (or Derivative Securities, as the case may be) such Member would be willing to purchase in the event any other Member elects to purchase less than its pro rata portion of such Units (or Derivative Securities, as the case may be). If any Member elects not to purchase its full pro rata portion of such new Units (or Derivative Securities, as the case may be), if anyCompany shall allocate any remaining amount pro rata among those Members holding Units who have indicated in their notice to Company a desire to purchase such Units (or Derivative Securities, offer as the case may be). 6.7.2 In the event Members do not purchase all such new Units (or Derivative Securities, as the case may be) in accordance with the procedures set forth in Section 6.7.1 hereof, Company shall have sixty (60) Days after the expiration of the anticipated issuance date to sell to other Persons the remaining new Units at the price and on the terms and conditions specified in Company’s notice to the Members pursuant to Section 6.7.1 hereof. If Company fails to sell such Series A Parity Securities Units (or Derivative Securities, as the case may be) within sixty (60) Days of the anticipated issuance date provided in the notice given to Members pursuant to Section 6.7.1 hereof, Company shall not thereafter issue or sell any Units (or Derivative Securities, as the case may be) without first offering such Units (or Derivative Securities, as the case may be) to the Series Members in the manner provided in Section 6.7.1 hereof. Company shall amend Exhibit A Preemptive Rights Holders on to reflect the purchase by any Person of Units (or Derivative Securities, as the case may be) in accordance with the terms and subject to conditions determined of this Section 6.7. 6.7.3 The election by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall Member not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its preemptive rights under this Section 6.7 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to purchase Series A Parity Securities within ten (10) Business Days any future issuances under this Section 6.7. Any sale of such securities by Company without first giving the Notice of Issuance, such Series A Preemptive Rights Holder Members the rights described in this Section 6.7 shall be deemed to have waived any void and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in of no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityforce and effect.

Preemptive Rights. Prior (i) If the Borrowers authorize the issuance or sale of any notes or debt securities that are subordinate and junior to any issuance the prior payment in full of Series A Parity Securities permitted under Section 5.11(b)(iii)all Senior Debt, the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Borrowers shall first offer to sell to each holder of Notes a portion of such Series A Parity Securities notes or debt securities equal to the Series A Preemptive Rights Holders on terms and subject to conditions quotient determined by dividing (1) the General Partner to be reasonable, which offer shall be made on a Pro Rata basis aggregate principal amount of Notes held by such that each Series A Preemptive Rights Holder holder by (2) the sum of the aggregate principal amount of the Notes held by all holders of Notes. Each holder of Notes shall be entitled to purchase such notes or debt securities at the most favorable price and on the most favorable terms as such notes or debt securities are to be offered to any other Persons. (ii) In order to exercise its purchase rights hereunder, a portion holder of the Notes must within 15 days after receipt of written notice from the Company or the Borrowers describing in reasonable detail the notes or debt securities being 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 notes and debt securities offered to holders of the Notes is not fully subscribed by such holders, the remaining notes and debt securities shall be reoffered by the Company or the Borrowers to the holders purchasing their full allotment upon the terms set forth in this Section 4.14, except that such holders must exercise their purchase rights within five days after receipt of such Series A Parity Securities equal to reoffer. (iii) Upon the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date expiration of the Notice of Issuance divided by (B) offering periods described above, the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on Company or the date Borrowers shall be entitled to sell such notes or debt securities which the holders of the Notice Notes have not elected to purchaser during the 120 days following such expiration of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less terms and conditions no more favorable to the Series A Preemptive Rights Holders purchasers thereof than is those offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails such holders. Any notes or debt securities offered or sold by the Company or the Borrowers after such 120-day period must be reoffered to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days the holders of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities Notes pursuant to the Series A Preemptive Rights Holders pursuant to terms of this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity4.14.

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

Preemptive Rights. Prior (a) Subject to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii3.2(b), in connection with any proposed issuance or sale by the Partnership shallCompany of any shares of Common Stock, by written notice to or any securities exercisable for or convertible into shares of Common Stock, the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall offer to sell to Investor a pro rata portion of such Series A Parity Securities securities equal to the Series A Preemptive Rights Holders on terms and subject to conditions percentage determined by dividing (x) the General Partner to be reasonable, which offer shall be made sum of (i) the number of shares of Common Stock then held by Investor plus (ii) the number of shares of Common Stock then issuable upon exercise (on a Pro Rata basis such that each Series A Preemptive Rights Holder cash basis) of the Closing Warrant by (y) the number of shares of Common Stock then outstanding on a fully diluted basis. Investor shall be entitled to purchase a portion all or part of such Series A Parity Securities equal to securities at the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder same price and on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of same terms as such Series A Parity Securities shall not securities are to be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to other Persons. The Company shall provide written notice to Investor at least ten (10) Business Days prior to the consummation of its intent any sale of securities to which the rights granted under this Section 3.2 apply (a “Sale Notice”), which Sale Notice shall describe in reasonable detail the securities being offered (including, without limitation, the amount of such securities being offered), the purchase price payable therefor, the payment terms thereof, Investor’s pro rata portion thereof, and any other materials with respect to such securities and the offering thereof. Investor shall be entitled to exercise its right to preemptive rights and purchase Series A Parity Securities securities under and in accordance with this Section 3.2 at any time within ten (10) Business Days after its receipt of the Sale Notice from the Company by delivering written notice thereof to the Company. Upon the expiration of Issuancesuch ten (10) Business Day period, such Series A Preemptive Rights Holder the Company shall be deemed free to have waived any and all rights sell such securities which Investor has not elected to purchase during the ninety (90) day period following such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in expiration on terms and conditions no event shall the Partnership be obligated to offer to sell Series A Parity Securities more favorable to the Series A Preemptive Rights Holders purchasers thereof than those offered to Investor pursuant to the Sale Notice. Any securities offered or sold by the Company after such ninety (90) day period must be reoffered to Investor pursuant to the terms of this Section 5.11(b)(viii3.2. (b) The provisions of Section 3.2(a) shall not apply to: (i) the issuance of securities in connection with subdivisions of the securities of the Company, share splits or dividends; (ii) the issuance of securities to employees, officers, consultants, members of management or directors of the Company as compensation pursuant to any equity incentive or stock purchase plans; (iii) the issuances of Common Stock upon the exercise or conversion of any securities outstanding on the date of this Agreement (including, without limitation, the Closing Warrant); (iv) the issuance of securities in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by acquisition, amalgamation, merger, consolidation, sale joint venture or exchange similar transactions; or (v) the issuance of securities, purchase of substantially all of the assets, or any other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitysecurities contemplated by this Agreement.

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

Preemptive Rights. Prior (a) If the Company or any of its Subsidiaries proposes to issue additional equity securities, including any warrants, options or other rights to acquire equity of the Company or any of its subsidiaries or debt securities that are convertible into or exchangeable or exercisable for equity securities of the Company or any of its Subsidiaries (with the exception of any issuance (i) in connection with any acquisition of assets of another Person by the Company or any of its Subsidiaries, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise (excluding any issuance for purposes of financing such transaction) approved by the Board and the requisite holders of the Series A Parity E Preferred Stock and Series E-2 Preferred Stock to the extent required under the Series E Certificate of Designation, (ii) Exempted Securities permitted under Section 5.11(b)(iii(as such term is defined in the Series E Certificate of Designation), (iii) in an underwritten public offering resulting in gross proceeds of at least $50,000,000 and at a price per share pursuant to which the Company’s market capitalization would be at least $175,000,000 and (iv) approved by holders of the majority of the Series E Preferred Stock and Series E-2 Preferred Stock, voting as a separate class (in each case, having been approved in accordance with the terms of this Agreement and the Series E Certificate of Designation, to the extent applicable)) (“Preemptive Securities”), the Partnership shall, by Company shall provide written notice (an “Issuance Notice”) to each holder of Preferred Securities of such anticipated issuance no later than twenty-two (22) Business Days prior to the Series A Preemptive Rights Holders (anticipated issuance date. Such notice shall set forth the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on principal terms and subject to conditions determined by of the General Partner issuance, including a description of the Preemptive Securities proposed to be reasonableissued, which offer the proposed purchase price for such Preemptive Securities and the anticipated issuance date. Each holder of Preferred Securities shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled have the right to purchase a portion number of such Series A Parity Preemptive Securities equal to the quotient of determined by multiplying (Ai) the number of Series A Preemptive Securities proposed to be issued, by (ii) a fraction, the numerator of which is the number of shares of Preferred Units Stock held by such Series A Stockholder on an as-converted basis at the time the Issuance Notice for such Preemptive Rights Holder Securities is given and the denominator of which is the total number of shares of the Company’s Common Stock issued and outstanding on a fully-diluted, as converted, basis on the date of the Issuance Notice (the “Pro Rata Portion”). Each holder of Issuance divided by (B) Preferred Securities that desires to purchase Preemptive Securities at the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders price and on the date of terms and conditions specified in the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Company’s notice must deliver an irrevocable written notice to the Series A Company (a “Preemptive Rights Holders Exercise Notice”) no later than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days after the delivery of the Notice Issuance Notice, setting forth (x) the number of Issuancesuch Preemptive Securities for which such right is exercised (which such number shall not exceed such Stockholder’s Pro Rata Portion of such Preemptive Securities) and (y) the maximum number of additional Preemptive Securities that such Stockholder would be willing to purchase in excess of such Stockholder’s Pro Rata Portion in the event that any other Stockholder or other Person entitled to exercise preemptive rights with respect to such issuance elects not to purchase its full Pro Rata Portion of such Preemptive Securities. (b) In the event the Stockholders with preemptive rights pursuant to clause (a) above do not purchase all such Preemptive Securities in accordance with the procedures set forth in such clause (a), the Company shall have one hundred twenty (120) days after the anticipated issuance date to sell to other Persons the remaining Preemptive Securities at the price and on such Series A terms and conditions that are no more favorable to such other Persons than those specified in the Company’s notices to the Stockholders pursuant to Section 4(a). If the Company fails to sell such Preemptive Rights Holder Securities within one hundred twenty (120) days of the anticipated issuance date provided in the notices given to the Stockholders pursuant to Section 4(a), the Company shall not thereafter issue or sell any Preemptive Securities without first offering such Preemptive Securities to the holders of Preferred Securities in the manner provided in this Section 4. (c) The election by a Stockholder not to exercise its preemptive rights under this Section 4 in any one instance shall not affect such Stockholder’s right (other than in respect of a reduction in its Pro Rata Portion) as to any future issuances under this Section 4. (d) All costs and expenses incurred by the Company in connection with its obligations under this Section 4, including all attorneys fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be deemed paid by the Company. (e) Notwithstanding any provision hereof to have waived any the contrary, in lieu of complying with the provisions of this Section 4, the Company may elect to give the Issuance Notice to the Stockholders with preemptive rights pursuant to Section 4(a) within ten (10) days after the issuance of Preemptive Securities and all rights thereafter give such Stockholders the right to purchase such Series A Parity number of Preemptive Securities in such transaction. Notwithstanding as would provide them with the foregoing, in no event shall same ownership as if the Partnership be obligated to offer to sell Series A Parity Securities Issuance Notice and preemptive rights had been provided prior to the Series A issuance of the Preemptive Rights Holders pursuant to Securities, all on the same terms and conditions as would otherwise apply under this Section 5.11(b)(viii4. (f) in connection with any securities issued to the owners The preemptive rights under this Section 4 shall terminate on such date as of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more which less than 5025% of the voting power or assets shares of such entitySeries E Preferred Stock and Series E-2 Preferred Stock collectively issued in the Transactions remain outstanding.

Preemptive Rights. Prior (a) For so long as the Majority Approved Holders have the right to designate a director for nomination pursuant to Section 1.1(b), the Shareholders shall be entitled to the preemptive rights set forth in this Section 2.1 with respect to any issuance of Series A Parity Common Shares or Equity-based Securities permitted under Section 5.11(b)(iiiby the Company (the “New Issue Securities”) following the Closing and, with respect to an issuance in connection with the sale of Equity-based Securities in an initial public offering, its current and future Subsidiaries (each a “Group Company” and collectively, the “Group Companies”), other than a Permitted Issuance (a “Preemptive Rights Issuance”). (b) If the Partnership shallCompany at any time or from time to time effects a Preemptive Rights Issuance, by the Company shall give written notice to the Series A Preemptive Rights Holders Shareholders a reasonable period in advance of such issuance (but in no event later than twenty (20) 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 material terms and conditions of such issuance (the “Notice of IssuancePreemptive Rights Offer Notice”). Each Shareholder may, if any, offer to sell such Series A Parity Securities by irrevocable written notice to the Series A Company (a “Preemptive Rights Holders Acceptance Notice”) delivered no later than ten (10) days after delivery of such Company notice, commit itself to purchase (or designate an Affiliate thereof to purchase) up to such number of securities as necessary to maintain such Shareholder’s Percentage Ownership of the Company as of immediately prior to such Preemptive Rights Issuance, which number shall be specified by such Shareholder in such Preemptive Rights Acceptance Notice (which amount shall not exceed the number of securities necessary to maintain the Shareholder’s Percentage Ownership of the Company as of immediately prior to such Preemptive Rights Issuance), on the same terms and subject to conditions determined by as such Preemptive Rights Issuance (it being understood and agreed that the General Partner to be reasonable, which offer price per security that such Shareholder shall pay shall be made on a Pro Rata basis such that each Series A the same as the price per security set forth in the Preemptive Rights Holder Offer Notice). If a Shareholder exercises its preemptive rights hereunder with respect to such Preemptive Rights Issuance, the Company shall be entitled issue to purchase a portion of such Series A Parity Securities equal to the quotient of Shareholder (Aor its designated Affiliates) the number of Series A Preferred Units held by securities specified in such Series A Preemptive Rights Holder on Acceptance Notice in accordance with the date terms of the Notice issuance but in no event earlier than twenty (20) days after delivery of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on Offer Notice. For the date avoidance of doubt, in the event that the issuance of New Issue Securities in a Preemptive Rights Issuance involves the purchase of a package of securities that includes New Issue Securities and other securities in the same Preemptive Rights Issuance, each Shareholder shall only have the right to acquire its applicable pro rata portion of such other securities, together with its applicable pro rata portion of such New Issue Securities, in the same manner described above (as to amount, price and other terms). If the Shareholders exercise their right to purchase under this Section 2.1 with respect to less than their pro rata portion of the Notice Preemptive Rights Issuance proposed to be issued and sold, the Company shall have ninety (90) days thereafter to sell any or all of Issuance; providedthe remaining New Issue Securities (i.e., that the offer of such Series A Parity Securities shall those not to be on sold to a basis Shareholder), upon terms and conditions no less favorable to the Series A Company, and no more favorable to the purchasers of such New Issue Securities, than those set forth in the Preemptive Rights Holders than is offered to any purchaser thereof who is Offer Notice. In the event the Company has not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity sold such New Issue Securities within ten such ninety (10) Business Days of 90)-day period, the Notice of Issuance, Company shall not thereafter issue or sell any New Issue Securities without first offering such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities securities to the Series A Preemptive Rights Holders Shareholders in the manner provided in this Section 2.1. The purchase of New Issue Securities by the Shareholders pursuant to this Section 5.11(b)(viii2.1 shall be consummated simultaneously with the closing of the sale of the New Issue Securities set forth in the Preemptive Rights Offer Notice, but in no event prior to twenty (20) days after the submission of the Preemptive Rights Offer Notice to each Shareholder. (c) The election by a Shareholder not to exercise its preemptive rights hereunder in any one instance shall not affect its right as to any future Preemptive Rights Issuances. (d) Notwithstanding anything contained in this Section 2.1, to the extent a Preemptive Rights Issuance is being made only to investors that are “accredited investors” within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, then, at the option of the Board, in its sole discretion, any Shareholder may be excluded from the offer to purchase any securities pursuant to this Section 2.1 and shall have no rights under this Section 2.1 with respect to such Preemptive Rights Issuance to the extent it is not an “accredited investor”. (e) If the Board determines in good faith that circumstances require the Company to effect a Preemptive Rights Issuance without first complying with the terms set forth in this Section 2.1, the Company shall be permitted to do so without complying with the terms set forth in this Section 2.1 in connection with such Preemptive Rights Issuance; provided that as promptly as practicable, but in any event within thirty (30) days, following such Preemptive Rights Issuance, the Company permits each Shareholder to purchase its proportionate amount of the applicable securities, taking into account the securities previously issued in such Preemptive Rights Issuance, in the manner contemplated by this Section 2.1. (f) Notwithstanding anything to the contrary contained herein, the Company shall not be required to issue any securities issued pursuant to this Section 2.1, and may modify the voting or other rights of such securities, in each case to the owners of another entity in connection with extent that the acquisition issuance of such entity by securities to a Shareholder would constitute noncompliance with NYSE rules (or the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all rules of the assets, principal market on which the Common Shares is then listed) regarding approval by shareholders or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of would require such entityapproval.

Preemptive Rights. Prior (a) Subject to the provisions of Section 12.8(b) below, if the Company proposes to issue and sell any of its Equity Securities (other than issuances of (i) Equity Securities issued by the Company or any of its Subsidiaries to the target of an acquisition, its Affiliates or equityholders in connection with the acquisition of Equity Securities or assets constituting a line of business of another Person that is not an Affiliate of the Company or any Member or (ii) any Equity Securities issued by the Company to any of the Company’s or any Subsidiary’s lenders as part of a financial restructuring transaction, provided that none of such lenders are an Affiliate of any Member) the Company will offer to sell to the Class A Holder and the Class B Unitholders (or their respective designees, subject to the last sentence of this Section 12.8(a)) (each, a “Preemptive Holder” and collectively, the “Preemptive Holders”) 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 the product of the percentage such Preemptive Holder holds of all Primary Common Units then outstanding, multiplied by the number of securities proposed to be issued and sold by the Company in any such transaction or series of related transactions, all on the same economic terms (including, without limitation, price and liquidation preferences) and otherwise on substantially the same terms and conditions (taking into account and in a manner consistent with the relative size of the investment by each of the other Unitholders) as the securities that are being offered in such transaction or series of transactions; provided that if the offeree in such transaction or series of transactions is required also to purchase other equity or debt securities of the Company, any Preemptive Holder exercising its rights pursuant to this Section 12.8 shall also be required to purchase the same strip of securities (on the same economic terms and conditions) that such offeree is required to purchase. (b) Notwithstanding the foregoing, the provisions of this Section 12.8 shall not be applicable to the issuance of Series A Parity securities (i) upon the conversion of Equity Securities permitted under of one class into Equity Securities of another class, (ii) upon the conversion of any duly authorized convertible debt or debentures into Equity Securities, (iii) upon a Unit split or other subdivision or combination of the outstanding Equity Securities, or (iv) in any transaction in respect of a security that is offered to all Members on a pro rata basis. (c) In connection with the issuance or sale of any Equity Securities to which the preemptive rights described in this Section 5.11(b)(iii)12.8 apply, the Partnership shallCompany will cause to be given to each Preemptive Holder a written notice setting forth in reasonable detail the terms and conditions upon which it may purchase such securities pursuant to its rights contained in Section 12.8(a) (the “Preemptive Notice”). After receiving a Preemptive Notice, if such Preemptive Holder wishes to exercise the preemptive rights granted by written this Section 12.8 such Preemptive Holder must give notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”)Company in writing, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of after the date that such Preemptive Notice of Issuanceis given, that such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights irrevocably agrees to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders shares or other securities offered pursuant to this Section 5.11(b)(viii12.8 on the date of sale to such offeree (the “Preemptive Reply”). If a Preemptive Reply is not delivered in accordance with this Section 12.8, securities offered to such Preemptive Holder in accordance herewith may thereafter, for a period not exceeding one-hundred-twenty (120) days following the expiration of such ten (10) Business Day period, be issued, sold or subjected to rights or options to any purchaser at a price not less than the price at which they were offered to such Preemptive Holder and on other terms and conditions no more favorable in connection with any securities issued the aggregate to the owners purchasers thereof than those offered to such Preemptive Holder. Any such securities not so issued, sold or subjected to rights or options to any purchaser during such one-hundred-twenty (120) day period will thereafter again be subject to the preemptive rights provided for in this Section 12.8. Notwithstanding anything to the contrary in this Section 12.8, in the event that the Board determines that the Company needs the proceeds of another entity in connection with all or a portion of any investment sooner than the acquisition process set forth herein would allow, then the Class A Holder shall have the right to purchase the entire amount of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets securities immediately and thereafter either offer an equivalent portion of such entitysecurities as that otherwise provided herein to each Preemptive Holder or request the Company promptly to offer additional securities (in the equivalent amounts otherwise provided herein) to each Preemptive Holder.

Preemptive Rights. Prior to any issuance (a) If it is determined in accordance with this Agreement that there is an Extraordinary Event and based upon the capital needs of Series A Parity Securities permitted under Section 5.11(b)(iii)the Partnership, the Partnership shallshall (x) accept additional Capital Contributions from existing Partners and/or Persons to be admitted as new Partners (an “Equity Financing”) or (y) accept loans from, or otherwise issue debt securities to, existing Partners (a “Partner Debt Financing” and, in either case, a “Capital Call”), then the Partnership shall offer to each Partner (other than Excluded Partners, as defined below) by written notice to from the Series A Preemptive Rights Holders General Partner (describing in reasonable detail the Capital Call, the payment terms, such Partner’s Proportional Share and the intended use of proceeds) (the “Notice of IssuanceParticipation Notice”) a right to participate in such Capital Call in an amount equal to the Capital Call amount multiplied by such Partner’s Partner Percentage (such Partner’s “Proportional Share”); provided, if anythat no Partner who is not an “accredited investor” (any such Partner, offer to sell an “Excluded Partner”) shall have any rights under this Section 3.02. Each such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder (other than Excluded Partners) shall be entitled to purchase participate in the Capital Call on the same terms as any other Person, including, as applicable, the class or series of Partner interests and/or notes or other debt securities (in either case, “New Securities”) to be issued in exchange for such Partner’s participation in such Capital Call. If the full amount of the Capital Call offered to the Partners hereunder is not fully subscribed by such Partners, the unsubscribed amount of the Capital Call shall be allocated to the Partners participating in their full Proportional Share and indicating in their notice to the General Partner pursuant to Section 3.02(b) a desire to participate in any portion of the Capital Call that remains available because of under subscription or otherwise in accordance with an agreement among such Series A Parity Securities equal to the quotient of Partners. (Ab) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent In order to exercise its right to purchase Series A Parity Securities rights this Section 3.02, a Partner must within ten (10) Business Days of receipt of the Participation Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed deliver a written notice to have waived any and all the General Partner irrevocably exercising its rights to purchase participate in the Capital Call (including the extent, subject to any maximum dollar amount specified therein, to which such Series A Parity Securities Partner elects to participate in such transaction. Notwithstanding excess of its Proportional Share available if the foregoingCapital Call is not fully subscribed by the other Partners based on their respective Proportional Shares). (c) Upon the expiration of the offering periods described above, in no event shall the Partnership be obligated may proceed with such Equity Financing and/or Partner Debt Financing and to offer to issue and sell Series A Parity any related New Securities to the Series A Preemptive Rights Holders pursuant participating Partners and, in the case of an Equity Financing, to this Section 5.11(b)(viii) in connection with any securities issued Persons to be admitted as new Partners (to the owners extent the then existing Partners have not elected to purchase all of another entity the New Securities), during the ninety (90) calendar days following such expiration on substantially the same terms and conditions and, in connection with any event, no more favorable in the acquisition of aggregate to the participants therein than that offered to such entity Partners. Any Equity Financing or Partner Debt Financing to be conducted by the Partnership (and New Securities to be offered or sold by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more ) other than 50% in accordance with such terms or after such 90-day period must be reoffered to the Partners pursuant to the terms of the voting power or assets of such entitythis Section 3.02.

Preemptive Rights. Prior (a) Subject to the terms and conditions of this Section 2.1, the Company agrees that it will not sell or issue any Equity Interests of the Company for cash (the “New Securities”), other than additional issuances of the Notes effected subsequent to the date hereof pursuant to the Purchase Agreement (or conversion of the Notes), unless the Company first delivers a written notice (the “Preemptive Rights Notice”) to each Rights Holder identifying the terms of the proposed sale (including the price, number or aggregate principal amount and type of New Securities and all other material terms of the offer and sale) and offers to each Rights Holder the opportunity to purchase up to its Pro Rata Allotment (as defined below) (which Pro Rata Allotment may be assigned by each Rights Holder to any issuance other Rights Holder at the option of Series A Parity such Rights Holder holding such Pro Rata Allotment) of the New Securities permitted under Section 5.11(b)(iii)(subject to increase for over-allotment, if any, if all of the Partnership shallRights Holder do not fully exercise their rights hereunder) on terms and conditions, including price, not less favorable in any respect than those on which the Company proposes to sell such New Securities to any third party. The Company shall deliver such Preemptive Rights Notice no later than 5 days, or earlier than 10 days, prior to such contemplated sale date of the New Securities. The Company’s offer to each Rights Holder shall remain open for a period of 5 days after the delivery of the Preemptive Rights Notice, during which time each Rights Holder may accept such offer by written notice to the Series A Preemptive Rights Holders (Company setting forth the “Notice maximum number of Issuance”), if any, offer to sell such Series A Parity New Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner sought to be reasonablepurchased by such Rights Holder, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) including the number of Series A Preferred Units New Securities which such Rights Holder would purchase if any other Rights Holder does not elect to purchase its full Pro Rata Allotment of the New Securities, with the rights of the electing Rights Holders to purchase such unpurchased portion of the New Securities to be based on their respective Pro Rata Allotments. (b) Any New Securities so offered which are not purchased by the Rights Holders pursuant to such offer may be sold by the Company, but only at a price not less than the price and on other terms and conditions not more favorable to the purchasers than as set forth in the Preemptive Rights Notice, at any time within 90 days following the termination of the above-referenced 5-day period. (c) For purposes of this Section 2.1(c), each Rights Holder’s “Pro Rata Allotment” of the New Securities shall be based on the ratio which the aggregate number of shares of Common Stock held by such Series A Preemptive Rights Holder on the date of the Preemptive Rights Notice of Issuance divided by (B) bears to the aggregate total number of Series A Preferred Units held by all Series A Preemptive Rights Holders shares of Common Stock outstanding on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to Notice, in each case assuming full conversion of all outstanding Notes and conversion or exercise of any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days other Equity Interests of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Company. (d) Notwithstanding the foregoing, the right to purchase the New Securities shall be inapplicable with respect to any issuance or proposed issuance by the Company of (i) options, stock awards or shares of Common Stock or Equity Interests issued or issuable to “eligible purchasers” (as such term is defined in no event shall the Partnership be obligated to offer to sell Series A Parity Securities 2004 Equity Award Plan) pursuant to the Series A Preemptive Rights Holders 2004 Equity Award Plan or any compensatory plan, arrangement or agreement approved by the Board of Directors of the Company or the Compensation Committee thereof, so long as such securities are issued exclusively for compensatory purposes and not for equity financing purposes, (ii) the Notes and the Underlying Shares issued or issuable pursuant to this Section 5.11(b)(viiithe Purchase Agreement, (iii) in connection with any securities Common Stock split, dividend, combination, or similar transaction or (iv) any Equity Interests issued to the owners of another entity in connection with the a merger, acquisition of such entity or similar transaction approved by the Partnership by merger, consolidation, sale or exchange Board of securities, purchase of substantially all Directors of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany.

Preemptive Rights. Prior (i) Except for Excluded Issuances, if the Company sells or offers to sell any Equity Securities (including Units) to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person, the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall offer to sell such Series A Parity Securities to each Unitholder (other than Excluded Unitholders (as defined below)) the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion number of such Series A Parity Equity Securities equal to the quotient of obtained by dividing (A) the number of Series A Preferred Units held aggregate Capital Contributions made to the Company by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided Unitholder, by (B) the aggregate number of Series A Preferred Units held Capital Contributions made to the Company by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceUnitholders (such Unitholder's "Proportional Share"); provided, provided that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof no Unitholder who is not a Series A Preemptive Rights Holderan "accredited investor" as such term is defined under the Securities Act and the rules and regulations promulgated thereunder (any such Unitholder, an "Excluded Unitholder") shall have any rights under this Section 3.1(c). Each such Unitholder (other than Excluded Unitholders) shall be entitled to purchase such Equity Securities at the most favorable price and on the most favorable terms as such Equity Securities are to be offered; provided, further 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) shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all securities offered to such Unitholders hereunder shall be payable in the same form as shall be paid by any Series A Preemptive Rights Holder fails to provide written notice of its intent proposed purchaser. (ii) In order to exercise its right purchase rights pursuant to purchase Series A Parity Securities Section 3.1(c)(i), a Unitholder must within ten (10) Business Days calendar days after delivery by the Company of written notice describing in reasonable detail the securities being offered (the “Exercise Period”), the purchase price thereof, the payment terms and such Unitholder's Proportional Share, deliver a written notice to the Company describing such Unitholder's election hereunder. (iii) No later than ten (10) calendar days following the expiration of the Notice Exercise Period, the Company shall notify each exercising Unitholder in writing of Issuance, such Series A Preemptive Rights Holder shall be deemed the aggregate number of Units that the Unitholders have agreed to have waived any and all purchase pursuant to Section 3.1(c)(ii) (the "Over-allotment Notice"). Each exercising Unitholder exercising its rights to purchase its Proportional Share in full shall have a right of over-allotment such Series A Parity Securities in that if any other Unitholder fails to exercise its right under this Section 3.1(c) to purchase its Proportional Share of the offered Units (each, a “Non-Exercising Unitholder”), such transaction. Notwithstanding exercising Unitholder may purchase its Proportional Share of such Non-Exercising Unitholder 's allotment by giving written notice to the foregoingCompany within ten (10) calendar days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). (iv) Upon the expiration of the Over-Allotment Exercise Period described above, in no event the Company shall the Partnership be obligated to offer entitled to sell Series A Parity Securities such securities which such Unitholders have not elected to purchase during the ninety (90) calendar days following such expiration at a price not less than, and on other terms and conditions no more favorable to the Series A Preemptive Rights Holders purchasers thereof than, that offered to such Unitholders. Any securities offered or sold by the Company after such ninety (90) day period (other than Excluded Issuances) must be reoffered to such Unitholders pursuant to the terms of this Section 5.11(b)(viii3.1(c). (v) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all The rights of the assets, or other reorganization whereby Unitholders under this Section 3.1(c) shall terminate upon the Partnership acquires more than 50% consummation of the voting power or assets of such entity.a Public Offering. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Preemptive Rights. Prior (a) The Company hereby grants to any issuance each of Series A Parity Securities permitted under Section 5.11(b)(iii)CEP, Wahyam and the Partnership shallManagement Stockholders (and their respective Permitted Transferees) (each, by written notice a “Preempting Stockholder”) a right of first refusal to purchase with respect to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined issuance by the General Partner to be reasonableCompany of new or additional equity securities for cash, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal new or additional equity securities as may be necessary in order to permit such Stockholder to maintain his relative ownership of the aggregate amount of the Company’s total common equity (calculated on a Fully-Diluted Basis). Such right of first refusal shall be offered to each Preempting Stockholder (such offer, the “Preemptive Rights Offer”) pursuant to a written notice from the Company offering each Preempting Stockholder such securities on the same terms and conditions as offered to the quotient of other Offeree(s) (A) such written notice, the number of Series A Preferred Units held by such Series A “Preemptive Rights Holder on Notice”). Each Preempting Stockholder would have 15 days from the date of the Company’s delivery of the Preemptive Rights Notice to notify the Company in writing of Issuance divided by its binding acceptance of such Preemptive Rights Offer with respect to all (Bbut not less than all) equity securities which are offered to such Preempting Stockholder pursuant to such Preemptive Rights Offer. (b) If a Preempting Stockholder accepts the Preemptive Rights Offer in accordance with the provisions of the preceding sentence, the Company and any such accepting party shall have 30 days in which to consummate such binding agreement. In the event that a Preempting Stockholder does not accept the Preemptive Rights Offer within such 15-day period in accordance with the provisions of the preceding sentence or fails to consummate any such purchase within such 30-day period, the Company would have the right, but not the obligation, to issue such securities on terms and conditions in the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less no more favorable to the Series A other offeree(s) than those set forth in the Preemptive Rights Holders Notice, pursuant to a definitive agreement to be entered into no later than is offered 120 days after such date. (c) Notwithstanding anything to the contrary contained herein, no rights of first refusal pursuant to Section 5.1 (a) above would apply in the event of (i) any issuances or grants of equity securities to the officers, directors or employees of the Company or any of its subsidiaries, (ii) the exercise of any employee or director options or the exercise or conversion of any options, warrants or convertible securities in existence as of the date hereof or the issuance of any securities to the employees or directors of the Company or its subsidiaries pursuant to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if restricted stock or other incentive plan of the Company or any Series A Preemptive Rights Holder fails to provide written notice of its intent to subsidiaries whether in existence now or hereafter created or the issuance upon the conversion or exercise its right to purchase Series A Parity Securities within ten (10) Business Days of convertible securities or warrants the Notice issuance of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant which was subject to this Section 5.11(b)(viiiArticle V, (iii) in connection with any securities issued to the owners issuance of another entity equity securities, either directly or indirectly, in connection with the acquisition acquisition, strategic business combination or investment in the Company by any party which is not prior to such transaction an Affiliate of such entity by either the Partnership Company or any of the Stockholders (whether by merger, consolidation, stock swap, sale of assets or exchange of securities, purchase or otherwise, (iv) the issuance of substantially securities (including any convertible securities or options and the conversion or exercise thereof) to any third party which is at such time a creditor of the Company, in connection with the refinancing or restructuring of any indebtedness owed to such third party, (v) an issuance of securities by the Company in connection with an IPO Event or any other Registration, (vi) an issuance of securities by the Company in connection with any Compelled Sale Right, (vii) the distribution by the Company of its securities to all of its stockholders on a pro rata basis or (viii) the assetsissuance by the Company of equity securities, or other reorganization whereby the Partnership acquires more than 50% up to a maximum Fair Market Value of the voting power or assets of such entity$l,000,000.

Preemptive Rights. (a) Prior to an IPO, if any Partnership (referred to herein as the “Issuing Partnership”) proposes to issue new Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) to any Limited Partner or any other Person (an “Interest Buyer”) and the proceeds thereof are being used to acquire additional shares or other equity interests in SW Holdco, each Section 5 Limited Partner shall, subject to Sections 5(b) and 5(c) below, have a preemptive right to acquire up to its pro rata share (in accordance with its Sharing Percentage and calculated on an as-converted basis for Interests that would be issuable upon the conversion of outstanding Warrants) of Interests in the Partnership in which such Section 5 Limited Partner is a Limited Partner on the same terms and conditions as offered to the Interest Buyer (with the proceeds of any such Interests being used to acquire a pro rata share of the equity interests of SW Holdco). At least thirty (30) days prior to any issuance of Series A Parity Securities permitted under new Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) by any of the Partnerships to which the preemptive right in this Section 5.11(b)(iii)5 applies, the Issuing Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell shall notify each such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Section 5 Limited Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) proposed issuance and the aggregate number of Series A Preferred Units held by all Series A Interests or other securities which it proposes to issue to the Interest Buyer (the “Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent Notice”). In order to exercise its right to purchase Series A Parity Securities preemptive right, such Section 5 Limited Partner must notify the Partnership in writing (within ten (10) Business Days days following its receipt of the Notice of Issuance, such Series A Preemptive Rights Holder Notice) of its exercise of such preemptive right. Such notice shall state the number of Interests which it elects to purchase (which number cannot exceed the number of Interests it is entitled to purchase under this Section 5). Each Section 5 Limited Partner who does not so notify the Issuing Partnership in the time period above shall be deemed to have waived all of such Limited Partner’s rights with respect to such issuance. In the event that any and all rights Section 5 Limited Partner does not elect to purchase its full pro rata share of the Interests or other additional equity securities (including Warrants or options to acquire such Series A Parity Securities in securities or securities exchangeable for or convertible into such transaction. Notwithstanding securities), the foregoingIssuing Partnership shall deliver to each Section 5 Limited Partner (other than declining Section 5 Limited Partners) a written notice thereof not later than the twentieth day after delivery of the Preemptive Rights Notice, in no event shall including the Partnership be obligated to offer to sell Series A Parity Securities number of Interests or other securities which were subject to the Series A Preemptive Rights Holders purchase right of such declining Section 5 Limited Partner (s), and each other Section 5 Limited Partner may subscribe for not more than its pro rata share (in accordance with the percentage ownership of the Interests held by such Section 5 Limited Partner and calculated on an as-converted basis for Interests that would be issuable upon the conversion of outstanding Warrants) of such declined Interests or other securities by delivering a second notice to the Issuing Partnership at least five (5) days prior to the issuance. The purchase price for any Interests or other securities subscribed for by an Section 5 Limited Partner pursuant to this Section 5.11(b)(viii5 shall be payable on the same terms and conditions as offered to the Interest Buyer, with such other consideration (if other than cash, to be valued at fair market value mutually agreed to between the parties) as the parties shall mutually agree. (b) Notwithstanding the provisions of Section 5(a), in the event that General Partner determines that time is of the essence in completing any issuance of additional Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) subject to this Section 5, the Issuing Partnership may proceed to complete such issuance prior to the expiration of the 30 day period set forth in Section 5(a), so long as provision is made in such issuance such that subsequent to such period either (i) the purchaser(s) will be obligated to transfer that portion of such Interests or other securities to any Limited Partners properly electing to participate in such issuance pursuant to Section 5(a) sufficient to satisfy the terms of this Section 5(a) or (ii) the Partnership shall issue such additional Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) to those Section 5 Limited Partners properly electing to participate in such issuance pursuant to Section 5(a) sufficient to satisfy the terms of this Section 5. (c) Sections 5(a) and 5(b) shall not apply to (i) the issuance or grant of Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) to officers, employees or consultants of the Partnerships or any of their subsidiaries or other Person having a relationship with the Partnerships or their subsidiaries pursuant to any management equity plan or other equity-based employee benefits plan or arrangement, in each case that has been approved by the General Partner or any duly authorized committee thereof; (ii) the issuance or sale of Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) to a seller or its designee in connection with and as consideration for the direct or indirect acquisition of a Person by the Partnerships from such seller or designee, which acquisition has been approved by the General Partner or any duly authorized committee thereof; (iii) the issuance or sale of Interests or other equity securities issued (including Warrants or options to the owners of another entity acquire such securities or securities exchangeable for or convertible into such securities) to financial institutions or commercial lenders or their designees, in connection with commercial loans to the acquisition of Partnerships by such entity financial institutions or commercial lenders, which are approved by the Partnership General Partner or any duly authorized committee thereof; (iv) the issuance or sale of Interests or other equity securities (including Warrants or options to acquire such securities or securities exchangeable for or convertible into such securities) pursuant to any joint venture, partnership or other strategic transaction approved by mergerthe General Partner or any duly authorized committee thereof, consolidation, sale or exchange and primarily for purposes other than raising capital; (v) the issuance of securities, purchase of substantially all Interests pursuant to the terms of the assetsWarrant Agreements or any other warrants or options to acquire such Interests or securities exchangeable for or convertible into such Interests which have been issued, sold or granted in compliance with this Section and the other reorganization whereby terms and conditions of this Agreement; and (vi) the Partnership acquires more than 50% issuance of Interests pursuant to the voting power IPO or assets of such entityany other public offering.

Preemptive Rights. Prior If the Company offers to issue (an "OFFER") to any issuance Person other than a Holder of Series A Parity Securities permitted under Section 5.11(b)(iii)a Warrant any additional equity securities (including options, warrants or similar securities) other than Excluded Securities, it shall give each Holder of a Warrant with respect to which a portion thereof remains unexercised (a "WARRANT HOLDER") the Partnership shallright to purchase, by written notice to on the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on same terms and subject conditions as such securities are being offered for sale to conditions determined by the General Partner to be reasonablesuch Person, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities securities sufficient to maintain such Holder's percentage ownership in the Company represented by such unexercised Warrant. The Company shall provide written notice to each Warrant Holder of any Offer, which notice shall contain the terms and conditions of the Offer. Each Warrant Holder shall have a period equal to the quotient greater of (Ai) 15 Business Days from the date such Warrant Holder receives such notice from the Company and (ii) the number period of Series A Preferred Units held by time that such Series A Preemptive Rights Holder on Person will be permitted to accept the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; providedOffer, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series such securities under this Section 10. A Parity Securities within ten (10) Business Days Warrant Holder shall exercise its right by providing written notice to the Company of its intent to purchase and the Notice number of Issuancesecurities which it intends to purchase. Thereafter, such Series A Preemptive Rights Warrant Holder shall be deemed have a period equal to have waived any the greater of (i) 10 days from the date such Warrant Holder gives such notice and all rights (ii) the period of time that such Person is required to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities and pay for securities pursuant to the Series A Preemptive Rights Holders Offer, to purchase and pay for such securities pursuant to this Section 5.11(b)(viii) in connection with any 10. If a Warrant Holder exercises its right to purchase securities issued pursuant to this Section 10, its obligation to purchase such securities shall be subject to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all consummation of the assets, or other reorganization whereby transaction that gave rise to the Partnership acquires more than 50% of notice received by such Warrant Holder from the voting power or assets of such entityCompany.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)(a) Until a QIPO, the Partnership shall, provisions of this Article 14 shall apply: (1) Any Additional Securities (as defined in Article 9 above) to be issued by the Company (the “Offered Securities”) shall first be offered by the Board of Directors by written notice to each Major Holder (for purposes of this Article 14, the Series A Preemptive Rights Holders “Offerees”). The number of Offered Securities offered to each Offeree shall be the result of the multiplication of the Offered Securities by a fraction: (i) the numerator of which shall be the total number of outstanding Ordinary Shares of the Company (on an as-converted basis) held by such Offeree as determined prior to the offer made pursuant to this Article 14, and (ii) the denominator of which is the total number of outstanding Ordinary Shares of the Company (on an as-converted basis), as determined prior to the offer made pursuant to this Article 14. (2) The Company shall provide each Offeree with a Notice (the “Notice of IssuanceOffer”), if any, offer to sell such Series A Parity ) specifying the number of Offered Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be he is entitled to purchase a portion and which shall state the terms of the proposed issuance, and any such Offeree may accept such offer, as to all or any part of the Offered Securities so offered to him, by giving the Company written notice of acceptance within fourteen (14) days after being served with such Notice of Offer; provided that if the purchase by such Offeree is being effected prior to, or concurrently with such issuance of Offered Securities (rather than subsequent thereto) then such Offeree shall be obligated to consummate the purchase of such Series A Parity Offered Securities equal only if the Company consummates the sale of the balance of the Offered Securities pursuant to the quotient terms described in such Notice of Offer (A3) the number Any and all preemption rights set forth in this Article 14, may be exercised by a Permitted Transferee of Series A Preferred Units held a Major Xxxxxx instead of by such Series A Preemptive Rights Major Holder if such Major Holder so notifies the Company in writing. (b) Any Offered Securities not subscribed for by the Offeree as aforesaid, shall be under the control of the Board of Directors and may be issued without regard to this Article 14, except to the extent that said Offered Securities may not be allotted on terms more favorable to the purchaser than those offered pursuant to this Article 14. In the event the Offered Securities are not acquired by the expiration of 120 days from the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date expiration of the Notice of Issuance; provided[fourteen (14)] day period referred to in Article 14(a)(2), that the offer of such Series A Parity Securities shall they may not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection except by compliance with the acquisition provisions of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityArticle 14.

Preemptive Rights. (a) Prior to the Company issuing (other than through issuances of (i) Series A-2 Preferred Units to Committed Members pursuant to Commitment Contributions made in accordance with Article 5, including any issuance of Series A Parity Securities permitted under A-2 Preferred Units pursuant to the last sentence of Section 5.11(b)(iii7.7(a), (ii) BOE Preferred Units issued in accordance with the Partnership shallContribution Agreement, (iii) Profits Units, (iv) Series A-2 Units issued to a future employee on the same basis as set forth for Committed Members in Section 5.2(a) or options to purchase Units issued pursuant to incentive equity plans approved by the Compensation Committee, (v) Units issued to any Person that is not a Member or an Affiliate thereof as consideration in any acquisition or other strategic transaction (such as a joint venture, marketing or distribution arrangement, or technology transfer or development arrangement) approved in accordance with this Agreement, (vi) Units issued in connection with any split, distribution or recapitalization of the Company, (vii) any Capital Stock issued by the IPO Issuer pursuant to a registration statement filed under the Securities Act and approved in accordance with this Agreement and (viii) IPO Securities in connection with an IPO Exchange pursuant to this Agreement) any Units or options or other rights to acquire Units, whether through exchange, conversion or otherwise (collectively, the “New Units”) to a proposed purchaser (the “Proposed Purchaser”), each Eligible Purchaser shall have the right to purchase the number of New Units as provided in this Section 7.8. In addition, in the event of an issuance of Series A-2 Preferred Units otherwise excluded from this provision pursuant to Section 7.8(a)(i), each Eligible BOE Purchaser shall be entitled hereunder to purchase its BOE Pro Rata Share of the BOE Allocation of such Series A-2 Preferred Units being issued, with the provisions of Section 7.8(b) through (d) hereof applying to such purchase as if New Units designation in such subsections was a designation solely to the Series A-2 Preferred Units being issued, the Eligible Purchaser designation in such subsections was a designation solely to Eligible BOE Purchaser and the Pro Rata Share designation in such subsections was a designation solely to BOE Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the execution of this Agreement by each Eligible Purchaser shall constitute a waiver of any right to purchase BOE Preferred Units that may exist under the First Amended and Restated LLC Agreement. (b) The Company shall give each Eligible Purchaser at least 15 days’ prior notice (the “First Notice”) of any proposed issuance of New Units, which notice shall set forth in reasonable detail the proposed terms and conditions thereof and shall offer to each Eligible Purchaser the opportunity to purchase its Pro Rata Share (which Pro Rata Share shall be calculated as of the date of such notice) of the New Units at the same price, on the same terms and conditions and at the same time as the New Units are proposed to be issued by the Company. If any Eligible Purchaser wishes to exercise its preemptive rights, it must do so by delivering an irrevocable written notice to the Series A Preemptive Rights Holders Company within 15 days after delivery by the Company of the First Notice (the “Notice Election Period”), which notice shall state the dollar amount of IssuanceNew Units such Eligible Purchaser (each a “Requesting Purchaser”) would like to purchase up to a maximum amount equal to such Eligible Purchaser’s Pro Rata Share of the total offering amount plus the additional dollar amount of New Units such Requesting Purchaser would like to purchase in excess of its Pro Rata Share (the “Over-Allotment Amount”), if any, offer if other Eligible Purchasers do not elect to purchase their full Pro Rata Share of the New Units. The rights of each Requesting Purchaser to purchase a dollar amount of New Units in excess of each such Requesting Purchaser’s Pro Rata Share of the New Units shall be based on the relative Pro Rata Share of the New Units of those Requesting Purchasers desiring Over-Allotment Amounts and not based on the Requesting Purchasers’ relative Over-Allotment Amounts. (c) If not all of the New Units are subscribed for by the Eligible Purchasers, the Company shall have the right, but shall not be required, to issue and sell such Series A Parity Securities the unsubscribed portion of the New Units to the Series A Preemptive Rights Holders on Proposed Purchaser at any time during the 90 days following the termination of the Election Period pursuant to the terms and conditions set forth in the First Notice. The Board may, in its reasonable discretion, impose such other reasonable and customary terms and procedures such as setting a closing date, rounding the number of Units covered by this Section 7.8 to the nearest whole Unit and requiring customary closing deliveries in connection with any preemptive rights offering. In the event any Eligible Purchaser refuses to purchase offered Units for which it subscribed pursuant to the exercise of preemptive rights granted thereto under this Section 7.8, in addition to any other rights the Company may be permitted to enforce at law or in equity, such Eligible Purchaser and any Permitted Transferee of such Eligible Purchaser shall not be considered an Eligible Purchaser for any future rights granted under this Section 7.8 unless the Board expressly designates such Person as an Eligible Purchaser (which the Board, in its sole discretion, may do on an offer-by-offer basis or not at all) and shall be deemed to be a Defaulting Member subject to conditions determined by the General Partner provisions of Section 5.4. (d) Notwithstanding anything to be reasonablethe contrary in this Agreement, which offer shall be made on a Pro Rata basis such that at any time after the six-month anniversary of the First Notice with respect to each Series A Preemptive Rights Holder proposed issuance of New Units pursuant to this Section 7.8, the Company shall be entitled to purchase a portion waive, on behalf of such Series A Parity Securities equal to each Eligible Purchaser, each former Eligible Purchaser and each of their respective Affiliates, successors and assigns and the quotient members, partners, stockholders, directors, managers, officers, liquidators and employees of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date each of the Notice of Issuance divided by foregoing (Bcollectively, the “Eligible Purchaser Persons”) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights claims such Eligible Purchaser Persons have, had or may have or had with respect to purchase any non¬compliance or violation of this Section 7.8 by any Person with respect to such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders proposed issuance of New Units (whether or not any Units were issued or sold pursuant to this Section 5.11(b)(viii) 7.8), other than any such claim that has been made in connection with any securities issued writing and delivered to the owners of another entity in connection with Company prior to the acquisition expiration of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitysix-month anniversary.

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

Preemptive Rights. Prior (i) So long as Norwest owns any Shares, except for Excluded Issuances (as defined below), if the Company authorizes or issues to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (the “Proposed Purchaser”) any Shares or any other equity securities, debt securities containing equity features or other securities or other rights convertible into or containing options or rights to acquire any such debt or equity securities (collectively, “Securities”), the Partnership Company shall, by written notice at least 90 days prior to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if anysuch authorization or issuance, offer to sell such Series A Parity Securities by written notice (a “Proposal Notice”) to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase Norwest a portion of such Series A Parity Securities equal to the quotient of determined by dividing (A) the number of Series A Preferred Units Shares then held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided Norwest by (B) the aggregate total number of Series A Preferred Units held Shares then outstanding (in each case, calculated assuming the exercise of all outstanding warrants and options to purchase Shares to the extent such warrants and options are then exercisable by all Series A Preemptive Rights Holders their respective terms). The Proposal Notice shall describe the terms of the offering and shall set forth in reasonable detail the Securities being offered, the purchase price thereof, the payment terms and Norwest’s percentage allotment. Norwest shall be entitled to purchase for cash such Securities at the most favorable price and on the date most favorable terms as such Securities are to be offered to any Proposed Purchaser. (ii) In order to exercise its purchase rights hereunder, Norwest must deliver a written notice to the Company describing its election hereunder within 15 days after receipt of the Proposal Notice from the Company; provided that any such election may be subject to the consummation of Issuance; providedthe sale of the Securities described in the Proposal Notice on the terms set forth therein. (iii) If Norwest fails to timely exercise its rights pursuant to Section 7(b)(ii), that the offer of Company shall be entitled to sell such Series A Parity Securities shall which Norwest has not be elected to purchase to the Proposed Purchaser during the 90 days following such expiration on a basis less terms and conditions no more favorable to the Series A Preemptive Rights Holders Proposed Purchaser thereof than is those offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails Norwest. Any Securities offered or sold by the Company to provide written notice the Proposed Purchaser after such 90-day period must be reoffered to Norwest pursuant to the terms of its intent to exercise its right to purchase Series A Parity Securities within ten this Section 7(b). (10iv) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, the Company may issue and sell Securities without first complying with Section 7(b)(i) provided that the following conditions are met: (a) the Board has determined in good faith that (x) the Company needs an immediate cash investment; (y) no event shall alternative financing is available under reasonable timing and on reasonable terms for the Partnership be obligated to offer to sell Series A Parity Securities to Company; and (z) the Series A Preemptive Rights Holders pursuant to this delay caused by compliance with Section 5.11(b)(viii7(b)(i) in connection with such investment would be reasonably likely to cause severe and immediate harm to the Company; (b) the Company gives prompt notice to Norwest of such investment, which notice shall describe in reasonable detail the Securities being purchased by the Person making such purchase; and (c) as promptly as practical following the issuance of Securities as provided above (but in any event within 30 days following such issuance), the Company shall take all steps reasonably necessary to enable Norwest to effectively exercise its preemptive rights under Section 7(b)(i) with respect to the Securities. (v) For purposes of the foregoing, “Excluded Issuances” means (A) issuances of equity securities pursuant to a Public Offering or Stock Options, (B) equity securities issued to the owners of another entity in connection with the acquisition of such entity another Person by the Partnership Company or any of its subsidiaries, whether by merger, consolidation, sale or exchange of securities, purchase of all or substantially all of the assets, assets or other acquisition of stock, recapitalization or reorganization whereby as a result of which the Partnership acquires Company shall become the owner of more than 50% of the voting power or assets of the securities of such entitycorporation, provided that such equity securities are issued to the equity holders of the acquired Person and not to any other Person, (C) up to an aggregate of 30,000 Shares issued by the Company to any director, officer, manager or employee of the Company or of any subsidiary of the Company, (D) equity securities issued in connection with any stock split, stock dividend, recombination, or reclassification of Shares distributable on a pro rata basis to all holders of Shares, and (E) up to 100,000 Shares to Compass and/or Norwest in accordance with the provisions of that certain Warrant Agreement dated as of February 10, 2004 among the Company, Compass and Norwest and the warrants issued pursuant thereto.

Preemptive Rights. Prior (a) Each Purchaser shall have a right of first refusal to purchase up to such Purchaser’s pro rata share of any offering by the Company of Ordinary Shares or any other class or series of its capital stock, or any other securities convertible into or exchangeable for Ordinary Shares -9- or any other class or series of capital stock (including convertible stock, redeemable stock and debt with warrants, but excluding any Exempt Securities and any issuances pursuant to the Company’s equity credit agreement with Brittany Capital Management Ltd. dated as of June 1, 2007 provided such issuance shall have been approved by a vote of Series A Parity Securities permitted under Section 5.11(b)(iiiat least a majority of all the members of the Board of Directors plus one additional Director (the “Supermajority Directors”)), in each case on the Partnership shall, same terms as the other investors participating in such offering. Each Purchaser’s pro rata share shall be equal to the percentage of the Company’s outstanding Ordinary Shares that are owned by such Purchaser at the time of each such offering. (b) The Company shall provide written notice to each Purchaser that the Series A Preemptive Rights Holders Company is considering any proposed future financing subject to this Section 4.3, providing a general outline of the proposed structure and anticipated terms thereof, not less than 15 days prior to completion thereof (the “Notice of IssuanceCompletion Date”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer . The Company shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to also provide written notice to each such Purchaser describing in reasonable detail the terms of its intent to exercise its right to purchase Series A Parity Securities any such proposed future financing (the “Detailed Notice”) within a reasonable period of time (but not less than ten (10) Business Days days prior to the Completion Date). Unless a Purchaser provides the Company notice in writing within five (5) days of its receipt of the Detailed Notice of Issuancethat it wishes to participate in such financing, such Series A Preemptive Rights Holder Purchaser’s right with respect to such proposed future financing shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitywaived.

Preemptive Rights. Prior MTVNS and Tune, so long as Tune is ----------------- permitted to designate one Representative to the Management Committee pursuant to Sections 6.01(a), shall have certain preemptive rights as follows: ---------------- (a) If the Partnership wishes to issue any Partnership Interests or rights to acquire such Partnership Interests (in either case, the "Offered Interests") after the date hereof to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person, the Partnership shallshall give each Partner at least 15 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Upon receipt of the Issuance Notice, each Partner shall have the right to elect to purchase, at the same price and on the terms stated in the Issuance Notice, a percentage of Offered Interests equal to the product of (x) such Partner's Percentage Interest, multiplied by (y) the total Percentage Interest represented by all of the Offered Interests to be issued. Those Partners electing to purchase Offered Interests shall be referred to as "Electing Partners". Such election is to be made by each Partner by delivering written notice to the Series A Preemptive Rights Holders Partnership and the other Partners within 15 days after receipt by such Partner of the Issuance Notice (the “Notice "Acceptance Period"). The delivery of Issuance”), if any, such notice by an Electing Partner shall constitute a binding offer to sell by such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Electing Partner to be reasonablepurchase that portion of the Offered Interest specified in such notice on the terms set forth in the Issuance Notice, which offer shall be made on irrevocable for a Pro Rata basis such that each Series A Preemptive Rights Holder period of 90 days following its delivery to the Partnership. The Partnership shall be entitled required to accept any such offer from an Electing Partner and issue such Partnership Interests to it so long as such Electing Partner has offered to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date its proportionate share of the Notice of Issuance divided by Offered Interests as provided above. (Bb) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date If Tune and its Permitted Transferees have not elected to purchase their percentage of the Notice Offered Interests, MTVNS and its Permitted Transferees shall have the right to elect to purchase such percentage of Issuance; providedthe Offered Interests (the "Excess Interests"), that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide by giving written notice of such election to the Partnership within 10 days after the Acceptance Period, so long as all of the Excess Interests are to be purchased by the Electing Partners. (c) If Tune does not elect to purchase its intent share of the Offered Interests pursuant to exercise Section 12.02(a), then Tune and its Permitted ---------------- Transfereesshall have no right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Offered Interests pursuant to this Section 5.11(b)(viii12.02, and/or if MTVNS fails to purchase its Offered Interests (or ------------- all Offered Interests, if Tune is not an Electing Partner) the Partnership -44- may, at its election, during a period of 90 days following the expiration of the Acceptance Period, sell and issue such Offered Interests not elected to be purchased to such other Person at a price and upon terms no more favorable to such Person than those stated in connection with any securities issued the Issuance Notice; provided that as a condition to such sale, such Person acquiring the Offered Interests becomes a party to this Agreement and the ultimate parent entity of such Person becomes a party to the owners of another entity in connection with Parent Agreement and Guaranty on such terms as the acquisition Management Committee shall reasonably approve. In the event the Partnership has not so sold the Offered Interests within such 90-day period, the Partnership shall not thereafter issue or sell any of such entity by Offered Interests or any other additional Partnership Interests without first offering such securities to each Partner in the manner provided in this Section 12.02. ------------- (d) If Tune and its Permitted Transferees and/or MTVNS and its Permitted Transferees give the Partnership by mergernotice, consolidationpursuant to the provisions of this Section 12.02, sale or exchange of securities, that Tune and its Permitted Transferees and/or ------------- MTVNS and its Permitted Transferees (as the case may be) desire to purchase of substantially all of the assetsOffered Interests as to which they have the right to purchase pursuant to this Section 12.02, or other reorganization whereby such sale shall be consummated within ten days after the Partnership acquires more than 50% of the voting power or assets of such entity.-------------

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms 13.1 Each Non-Family Member and subject to conditions determined by the General Partner to be reasonable, which offer Family Member shall be made on have a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled preemptive right to purchase a portion of such Series A Parity Securities equal that the Corporation may, from time to time, propose to issue, pursuant to the quotient of terms set forth in this Section 13. 13.2 If the Corporation proposes to issue any Securities, the Corporation shall deliver to each Non-Family Member and Family Member a written notice (A) the "PREEMPTIVE NOTICE"). The Preemptive Notice shall describe, without limitation, the number and type of Series A Preferred Units held Securities proposed to be issued and the consideration to be paid by the third party. After receipt of the Preemptive Notice, each Non-Family Member and Family Member shall have 15 days to agree to purchase the portion (but not less than such portion) of such Securities necessary in order to maintain such Non-Family Member's or Family Member's pro rata percentage ownership of Common Stock on a fully diluted basis (assuming the conversion, exercise or exchange of all Securities) upon the terms and consideration set forth in the Preemptive Notice. Such agreement shall be indicated by such Series Non-Family Member and Family Member in the manner set forth in Section 13.4 hereof. A failure to respond to the Preemptive Rights Holder on Notice shall be deemed to constitute a notification to the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer Corporation of such Series A Parity Securities shall Non-Family Member's or Family Member's decision not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right under this Section 13.2. 13.3 Notwithstanding any provision to purchase Series A Parity the contrary in this Section 13, the preemptive right of each Non-Family Member and Family Member shall not apply to (i) issuances of Securities within ten (10) Business Days to employees and consultants of the Notice Corporation pursuant to any benefit plan approved by the Board of IssuanceDirectors of the Corporation, such Series (ii) issuances of Securities for non-cash consideration, (iii) issuances of Securities pursuant to the exercise of any securities outstanding at the time of the Merger, (iv) issuances of Securities pursuant to a merger, statutory share exchange, change of control or initial public offering, or (v) issuances of Securities in connection with an exercise of preemptive rights granted hereunder. 13.4 A Preemptive Rights Holder shall be deemed Non-Family Member or Family Member may exercise its right provided in this Section 13 by giving written notice of exercise to have waived any and all rights the Corporation within the applicable period, specifying the date (not later than fifteen (15) days from the date of expiration of the right to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii13) in connection with any securities issued upon which payment of the purchase price for the Securities purchased pursuant to this Section 13 shall be made. The Corporation shall deliver to such Non-Family Member or Family Member at his or her principal office one (1) day prior to the owners of another entity payment date, wire transfer instructions, and on the payment date specified in connection with such notice, the acquisition of certificate or certificates representing such entity by the Partnership by mergerSecurities, consolidation, sale or exchange of securities, purchase of substantially all against payment of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitypurchase price therefor in immediately available funds.

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

Preemptive Rights. Each investor to the 2011 Purchase Agreement and investors to the 2013 Purchase Agreement that did not meet the 2013 Threshold Amount were given the right to participate in the next Subsequent Financing following their investment pursuant to the 2011 Purchase Agreement and the 2013 Purchase Agreement, as the case may be, so long as such investor agreed to participate in such Subsequent Financing for such investor’s full pro rata amount. If an investor failed to participate on these terms, such investor’s preemptive right terminated with respect to a Subsequent Financing. There are no investors to the Prior Securities Purchase Agreements who are not an Investor to any the Agreement that continue to have these preemptive rights. The authorized capital stock of the Company consists of 125,000,000 shares of Common Stock, of which 70,125,836 shares are issued and 66,889,600 shares are outstanding immediately prior to the issuance of Series A Parity the Units to the Investors pursuant to the Agreement. Upon consummation of the sale of the Units contemplated by the Agreement, the Company will not have enough authorized capital stock reserved for the issuance of the aggregate of the Warrant Shares, shares of Common Stock issued upon exercise of warrants held by 2011 Investors and 2013 Investors, and shares of Common Stock issued upon exercise of stock options granted pursuant to the Equity Incentive Plans. As a result, in order to have a sufficient Reserved Amount pursuant to Section 4.7(a) of the Agreement, certain members of the Board of Directors of the Company, Key Employees and certain 2011 Investors and 2013 Investors have agreed not to exercise a number of shares underlying stock options and warrants until the Company has enough authorized capital stock reserved for issuance in connection with all of the Company’s issued securities. As discussed in more detail in Schedule 3.1(h), upon consummation of the sale of the Units contemplated by the Agreement, the Company will not have enough shares of Common Stock reserved for issuance to those certain members of the Board of Directors of the Company, Key Employees and investors to the Prior Securities permitted under Purchase Agreements that have agreed not to exercise a number of stock options and warrants to allow the Company to have a sufficient Reserved Amount pursuant to Section 5.11(b)(iii4.7(a) of the Agreement. The Company has obtained board and shareholder approval to increase its authorized shares of Common Stock to two hundred million (200,000,000). The Company plans to file an information statement with the SEC with respect to this shareholder approval. Upon effectiveness of the Company’s certificate of amendment to its certificate of incorporation increasing the number of authorized shares of Common Stock to two hundred million (200,000,000), the Partnership shallCompany will not be in any violation of the stock options or warrants held by those certain members of the Board of Directors of the Company, by written notice Key Employees and investors to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer Prior Securities Purchase Agreements that have agreed not to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on exercise a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on stock options and warrants to allow for the date Company to have a sufficient Reserved Amount pursuant to Section 4.7(a) of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityAgreement.

Preemptive Rights. Prior (a) For so long as any of the Preferred Shares remain outstanding, the Company shall not issue or sell, agree to issue or sell, or reserve or set aside for issuance or sale, any issuance Preferred Shares or any other equity securities of Series A Parity Securities permitted under Section 5.11(b)(iiithe Company ranking on a parity with the Preferred Shares which have substantially similar preferences, rights and privileges as the Preferred Shares (collectively, the "Offered Securities"), unless the Partnership shallCompany shall have first offered (each such offer, an "Offer") to sell to each holder of then outstanding Preferred Shares such shares of the Offered Securities in proportion to its then existing holdings of outstanding Preferred Shares, on the same terms and conditions and for the same consideration as the Company proposes to issue the Offered Securities to Persons other than such holders. (b) Notice of each holder's intention to accept, in whole or in part, an Offer shall be evidenced by written notice a writing signed by such holder and delivered to the Series A Preemptive Rights Holders Company within ten business days following receipt of such Offer, setting forth such portion of the Offered Securities as such holder elects to purchase (the “each such writing, a "Notice of Issuance”Acceptance"), if any, offer to sell such Series A Parity Securities to . In the Series A Preemptive Rights Holders on terms and subject to conditions determined event that Notices of Acceptance are not given by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion holders of such Series A Parity Securities equal to the quotient outstanding Preferred Shares in respect of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assetsOffered Securities, or other reorganization whereby the Partnership acquires more than 50% Company shall have 120 days from the expiration of the voting power foregoing ten-day period to sell all or assets any part of such entityOffered Securities as to which Notices of Acceptance have not been given by the holders (the "Refused Securities") to any other Person or Persons, but only upon terms and conditions which are no more favorable, in the aggregate, to such other Person or Persons than those set forth in the Offer. Upon the closing of the sale of the Refused Securities, the holders shall purchase from the Company, and the Company shall sell to the holders, the Offered Securities in respect of which Notices of Acceptance were delivered to the Company, on the terms specified in the Offer.

Preemptive Rights. Prior (a) Subject to Section 5.7(iii) and except as provided in Section 3.3(f), if the Company or any of its Subsidiaries offers to issue any Securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (each, a “Buyer”), the Partnership Company shall, by or shall cause its Subsidiary to (as applicable): (i) give each Common Member (each a “Preemptive Rights Holder”) at least ten (10) Business Days’ written notice to of the Series A proposed issuance, setting forth in reasonable detail the proposed terms and conditions of the proposed issuance and such Preemptive Rights Holders Holder’s Proportional Share of such proposed issuance (the “Notice of IssuancePreemptive Rights Notice”), if any, ; and (ii) offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to such Preemptive Rights Holder’s Proportional Share thereof; provided, that notwithstanding anything to the quotient contrary, if such Securities are Class A Common Units, the Securities to be acquired by any such Preemptive Rights Holder exercising its preemptive rights hereunder shall be Common Units of (A) the number same class of Series A Preferred Common Units held by such Series A Preemptive Rights Holder on at such time (for the date avoidance of the Notice doubt, holders of Issuance divided by (B) the aggregate number Class A Common Units would acquire additional Class A Common Units and holders of Series A Preferred Class C Common Units held by would acquire additional Class C Common Units). The purchase price for all Series A Securities offered to Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities under this Section 3.3 shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent payable in cash. (b) In order to exercise its right to purchase Series A Parity Securities preemptive rights hereunder, within ten (10) Business Days after the receipt of the Notice Preemptive Rights Notice, a Preemptive Rights Holder must deliver a written notice to the Company describing such Preemptive Rights Holder’s election to purchase its Proportional Share of Issuancethe Securities offered thereby (or such portion thereof as the Preemptive Rights Holder may elect to purchase). Upon such an election, the Company (or its Subsidiary, as the case may be) shall sell to such Preemptive Rights Holder the Securities such Preemptive Rights Holder elected to purchase at the same price and on the same terms as such Securities were offered to any Buyer. To the extent that any Preemptive Rights Holder does not notify the Company that it intends to exercises its right to participate in any issuance of Securities subject to this Section 3.3 within ten (10) Business Days after receipt of the Preemptive Rights Notice, such Series A Preemptive Rights Holder shall be deemed to have waived any and all the rights to purchase set forth in this Section 3.3 in respect of such Series A Parity Securities in such transaction. issuance. (c) Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A if any Preemptive Rights Holders Holder does not exercise its rights pursuant to this Section 5.11(b)(viii3.3 in full (such Preemptive Rights Holder, a “Non-Fully Exercising Preemptive Rights Holder” and the portion of such Non-Fully Exercising Preemptive Rights Holder’s Proportional Share of the Securities for which such right was not exercised, the “Available Securities”), each Preemptive Rights Holder that has exercised its rights under this Section 3.3 in full (each such Preemptive Rights Holder, a “Fully Exercising Preemptive Rights Holder”) shall also have the right to purchase its Proportional Share of the Available Securities on the same terms and conditions as offered to any Buyer. Promptly, and in any event within five (5) Business Days after it has been determined that there are any Available Securities, the Company shall give written notice to the Fully Exercising Preemptive Rights Holders setting forth the number of Available Securities and such Fully Exercising Preemptive Rights Holder’s Proportional Share of such Available Securities. Any Fully Exercising Preemptive Rights Holder must exercise its rights with respect to any Available Securities by delivering written notice to the Company within five (5) Business Days after receipt of such notice. (d) Once the final determination of Available Securities has been determined with respect to a Fully Exercising Preemptive Rights Holder, such Fully Exercising Preemptive Rights Holder shall have ten (10) Business Days to fund the purchase of the same. (e) Subject to Section 3.3(g), upon the expiration of the offering periods described above, the Company shall be entitled to sell such Securities which such Preemptive Rights Holders have not elected to purchase during the ninety (90) days following such expiration at a price not less than and on other terms and conditions no more favorable to the Buyer(s) thereof than those offered to such Preemptive Rights Holders. In the event any regulatory approval is required for any such sale, including the expiration of any regulatory waiting period, as contemplated in Section 3.3(g), such ninety (90) day period shall be automatically extended for additional thirty (30) day periods until such approval has been obtained or waiting period expired. Any Securities offered or sold by the Company after such ninety (90) day period (as it may be extended pursuant to the foregoing sentence) must be reoffered in accordance with the terms of this Section 3.3. (f) The obligations set forth in this Section 3.3 shall not apply to the following issuances of Equity Securities by the Company or any of its Subsidiaries: (i) the Class A Common Units and Class C Common Units issued as of the Execution Date; (ii) the Class B Preferred Units issued as of the Execution Date or pursuant to Section 3.2; (iii) Equity Securities of the Company or any of its Subsidiaries in connection with the redemption in full or liquidation of all of the Class B Preferred Units; (iv) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Company or its Subsidiaries, including the issuance of any warrants in connection with any securities issued Indebtedness; (v) Equity Securities offered (A) pursuant to an IPO or (B) as consideration pursuant to an acquisition, merger, consolidation or other business combination, in each case, as has been approved in accordance with the terms of this Agreement; or (vi) the issuance of Class D Incentive Units pursuant to this Agreement and an Award Agreement. (g) If any regulatory approval, including the filing and the expiration of any waiting period under HSR Act, is required prior to the owners issuance of another entity any Equity Securities (assuming the exercise of the rights of the Preemptive Rights Holders under this Section 3.3), the Company shall not issue such Equity Securities until such approval has been obtained (or in the case of the HSR Act, such filing has been completed and such waiting period has expired). The Company and the Members shall use their commercially reasonable efforts to comply promptly with all applicable regulatory requirements in connection with the acquisition issuance of such entity Equity Securities by the Partnership Company and the purchase thereof by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of any Preemptive Rights Holder exercising such entityPreemptive Rights Holder’s rights pursuant to this Section 3.3.

Preemptive Rights. Prior to any (a) Except for issuances that are Excepted Cash Issuances, upon each issuance by Manager of Series A Parity Securities permitted under Section 5.11(b)(iiiPublic Common Stock solely in exchange for cash (a "Qualified Issuance"), each Initial Member shall have the Partnership shallright in accordance with this Section 17.4 to purchase from Newco up to that number of LLC Units so that such Initial Member's percentage ownership of Total Outstanding Shares will not be reduced by such Qualified Issuance. (b) In the event an Initial Member elects to exercise its rights under this Section 17.4, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer purchase price per LLC Unit shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient deemed Capital Contribution to Newco per LLC Unit issued to Manager in respect of (A) such Qualified Issuance, and the number of Series A Preferred right to purchase LLC Units held by such Series A Preemptive Rights Holder on shall be conditioned upon the date completion of the Notice of Issuance divided by Qualified Issuance. (Bc) Manager shall, if reasonably practicable, provide the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Initial Members and Newco twenty (20) days' prior written notice of its intent Manager's intention to exercise its right to purchase Series A Parity Securities within effect a Qualified Issuance and in any event shall provide at least ten (10) Business Days prior written notice before any Qualified Issuance. Each such notice shall set forth the maximum offering price per share of Public Common Stock which Manager reasonably believes to be attainable in such offering, the maximum number of shares of Public Common Stock to be sold in such offering, together with an estimate of the Notice number of LLC Units purchasable by each Initial Member if each Initial Member exercises its rights under this Section 17.4 and the number of LLC Units purchasable if the other Initial Member does not exercise such rights. The Initial Members shall thereafter have the preemptive right, exercisable by written notice to Manager and Newco within five (5) Business Days after receipt of the notice of proposed Qualified Issuance, to purchase up to the number of LLC Units set forth in the Initial Member's exercise notice, but in all cases limited to the maximum number that causes such Series Initial Member's percentage ownership of Total Outstanding Shares not to be reduced by such Issuance. If not all Initial Members exercise their preemptive rights as to a Qualified Issuance, then Manager shall promptly notify the other Initial Member of such fact and of the reduced maximum number of LLC Units that may be purchased pursuant to the exercise of preemptive rights. A Preemptive Rights Holder notice from an Initial Member indicating its intention to exercise its rights hereunder shall be deemed to have waived irrevocable and shall certify by an executive officer of the Ultimate Parent Entity of such Initial Member the number of Securities then Beneficially Owned by such Initial Member. Manager shall give any and all rights Initial Member that has agreed to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders LLC Units pursuant to this Section 5.11(b)(viii17.4 at least three (3) in connection with any securities issued Business Days notice prior to the owners date on which the closing of another entity the sale of LLC Units hereunder shall occur, which notice shall specify the final number of shares of Public Common Stock being sold in connection with the acquisition Qualified Issuance and the per LLC Unit deemed Capital Contribution to be made in respect thereof. The closing of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of LLC Units hereunder shall occur, to the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.extent legally

Preemptive Rights. Prior (a) Each time the Company proposes to any issuance sell or issue Units, the Company shall also make an offering of Series A Parity Securities permitted under such Units to the Unit Holders in accordance with the following provisions: (i) The Company shall deliver a notice to each Unit Holder stating the number of Units to be offered (and such Unit Holder’s proposed percentage allotment determined in accordance with Section 5.11(b)(iii13.03(a)(ii)) and the price and the terms on which it proposes to offer such Units. (ii) Within 15 days after delivery of the notice, each Unit Holder may elect to purchase, at the price and on the terms specified in the notice delivered pursuant to Section 13.03(a)(i), the Partnership shall, by written notice up to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a its pro rata portion of such Series A Parity Securities equal to the quotient of Units (A) based on the number of Series A Preferred Common Units held by such Series A Preemptive Rights Unit Holder on relative to the date of the Notice of Issuance divided by (B) the aggregate total number of Series A Preferred outstanding Units held of all Unit Holders) by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide delivering written notice of its intent such election to exercise its right the Company within such 15 day period. (iii) The Unit Holders electing to purchase Series A Parity Securities within ten (10) Business Days their entire pro rata portion of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Units offered pursuant to this Section 5.11(b)(viii13.03 shall have the right to purchase all or any portion of the Units offered pursuant to this Section 13.03 that other Unit Holders did not elect to purchase under Section 13.03(a)(ii) on a pro rata basis for a period of 15 days after receipt of written notice from the Company notifying such Unit Holders of the number of Units that Unit Holders did not elect to purchase under Section 13.03(a)(ii), at the price and on the terms specified in connection with the notice delivered pursuant to Section 13.03(a)(i). (iv) Any Units referred to in the notice that the Unit Holders do not elect to purchase as provided in Section 13.03(a)(ii) and Section 13.03(a)(iii) may, during the 90 day period thereafter, be offered by the Company to any securities third parties at a price not less than, and on terms no more favorable to the offeree than, those specified in the notice delivered pursuant to Section 13.03(a)(i). (b) The preemptive rights set forth in this Section 13.03 shall not be applicable to the issuance of (i) the Units being issued to the owners of another entity in connection with Members on the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.date hereof or

Preemptive Rights. Prior 3.1.1 The Board, subject to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)the Plan, the Partnership shallCertificate of Incorporation, the Bylaws, the preemptive rights provided for in this Article 3, and the consent rights provided for in Section 2.2, shall have the authority to issue Common Stock or other Equity Securities of the Company in such amounts and at a purchase price per share of Common Stock or other Equity Security as the Board shall determine. 3.1.2 In the event the Board determines to issue Common Stock, other Equity Securities or Preemptive Debt Securities of the Company or any Subsidiary after obtaining prior written consent of the Required Holders as required by written notice Section 2.2, to the Series A Preemptive Rights Holders extent applicable (the foregoing, collectively, the “Notice of IssuancePreemptive Shares”), if anyexcept as provided in Section 3.1.7, offer to sell the Board shall give each of the Holders (each such Series A Parity Securities Holder, an “Entitled Holder”), written notice of such proposed issuance at least ten (10) days prior to the Series A proposed issuance date (an “Issuance Notice”). The Issuance Notice shall specify the number and class of Preemptive Rights Holders on Shares and the price (or a good faith range of the price if the final price is not then determinable) at which such Preemptive Shares are proposed to be issued and the other material terms and subject conditions of such Preemptive Shares and of the issuance, including the proposed closing date. Subject to conditions determined by the General Partner to be reasonableSection 3.1.7, which offer shall be made on a Pro Rata basis each such that each Series A Preemptive Rights Entitled Holder shall be entitled to purchase purchase, at the price (provided that if a portion range is provided in the Issuance Notice then each Entitled Holder shall be entitled to condition such participation to within a specified price range and/or reserve all rights to elect not to participate upon the final determination of such Series A Parity Securities price) and on the other terms and conditions specified in the Issuance Notice, up to a number of Preemptive Shares equal to the quotient of (Ax) the number of Series A Preferred Units held Preemptive Shares proposed to be issued by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided Company, multiplied by (By) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable their Holder Ownership Percentage immediately prior to the Series A proposed issuance (the “Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Ratio”). 3.1.3 An Entitled Holder fails to provide may exercise its rights under Section 3.1.2 by delivering written notice of its intent election to exercise purchase such Preemptive Shares to the Board within five (5) Business Days after receipt of the Issuance Notice. A delivery of such notice (which notice shall specify the number of Preemptive Shares requested to be purchased by the Entitled Holder submitting such notice, up to the maximum amount determined pursuant to the final sentence of Section 3.1.2 above) by such Entitled Holder shall constitute a binding agreement of such Entitled Holder to purchase, at the price and on the terms and conditions specified in the Issuance Notice, the number of Preemptive Shares specified in such Entitled Holder’s notice. If, at the end of such five (5) day period, any Entitled Holder has not exercised its right to purchase Series A Parity Securities within ten (10) Business Days any of the Notice its Preemptive Ratio of Issuancesuch Preemptive Shares by delivering such notice, such Series A Preemptive Rights Entitled Holder shall be deemed to have waived all of its rights under this Article 3 with respect to, and only with respect to, the purchase of such Equity Securities specified in the applicable Issuance Notice. 3.1.4 If any of the Entitled Holders fails to exercise its preemptive rights (if any) under this Article 3, or elects to exercise such rights with respect to less than such Entitled Holder’s Preemptive Ratio of the Preemptive Shares (the difference between such Entitled Holder’s Preemptive Ratio of the Preemptive Shares and all the number of Preemptive Shares for which such Entitled Holder exercised its preemptive rights under this Article 3, the “Excess Shares”), then the Company (or the applicable Subsidiary) shall offer to sell to the Entitled Holders that have elected to purchase all of their Preemptive Ratio of the Preemptive Shares any Excess Shares, pro rata and at the same price and on the same terms as those specified in the Issuance Notice, and such Series A Parity Securities Entitled Holders shall have the right to acquire all or any portion of such Excess Shares within two (2) Business Days following the expiration of the period specified in Section 3.1.3 by delivering written notice thereof to the Company. 3.1.5 Subject to compliance with this Article 3, the Company shall have sixty (60) days after the date of the Issuance Notice to consummate the proposed issuance of any or all of such transaction. Notwithstanding Preemptive Shares that the foregoingapplicable Entitled Holders have elected not to purchase at the same (or higher) price and upon such other terms and conditions that, taken as a whole, are not materially less favorable to the Company than those specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such 60-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event shall to later than ninety (90) days after the Partnership be obligated date of the Issuance Notice. If the Board proposes to offer to sell Series A Parity Securities issue any Preemptive Shares after such 60-day period (or 90-day period, if applicable) or during such 60-day period (or 90- day period, if applicable) at a lower price or on such other terms that are, taken as a whole, materially less favorable to the Series A Company, it shall again comply with the procedures set forth in this Article 3. 3.1.6 The closing of any issuance of Preemptive Rights Shares to the Entitled Holders pursuant to this Section 5.11(b)(viiiArticle 3 shall take place at the time and in the manner provided in the Issuance Notice. The Company shall be under no obligation to consummate any proposed issuance of Preemptive Shares, nor shall there be any liability on the part of the Company, or the Board to any Entitled Holder, if the Company has not consummated any proposed issuance of Preemptive Shares pursuant to this Article 3 for whatever reason, except for willful misconduct or breach of this Agreement, regardless of whether the Board shall have delivered an Issuance Notice in respect of such proposed issuance. 3.1.7 The preemptive rights under this Article 3 shall not apply to (i) issuances or sales of Equity Securities to employees, officers, directors, managers or consultants of the Company or any of its Subsidiaries pursuant to employee benefits or similar employee or management equity incentive plans or arrangements of the Company or any Subsidiary thereof (including offer letters, employment agreements, appointment letters or any MIP), (ii) issuances or sales in, or in connection with, a merger or reorganization of the Company or any of its Subsidiaries with or into another Person or an acquisition by the Company or any securities issued of its Subsidiaries of another Person or substantially all the assets of another Person, in each case, approved in accordance with the terms of this Agreement, to the owners of another entity in connection with the acquisition of such entity extent required under Section 2.2, (iii) issuances by the Partnership by merger, consolidation, sale Company or exchange of securities, purchase of substantially all a wholly- owned Subsidiary of the assetsCompany to the Company or another wholly-owned Subsidiary of the Company, (iv) issuances as a dividend or upon any stock split, reclassification, recapitalization, exchange or readjustment of Common Stock, or other reorganization whereby similar transaction (in each case, on a pro rata basis), or (v) issuances upon the Partnership acquires more than 50% conversion or exercise of any Common Stock Equivalents of the voting power Company which Common Stock Equivalents were (A) outstanding on the Effective Date or assets otherwise issued pursuant to the Plan or (B) issued in compliance with the terms and conditions of this Section 3.1. 3.1.8 Neither the Company nor the Board shall effect or authorize a Public Offering unless each Holder is afforded (or shall have waived) rights to acquire shares of Common Stock (as part of such entityPublic Offering or otherwise) commensurate with this Article 3, mutatis mutandis, so that such Holder has the right to maintain its Holder Ownership Percentage as in effect immediately prior to such Public Offering immediately following such Public Offering. 3.1.9 Notwithstanding anything to the contrary in this Agreement, this Article 3 shall not apply to any Holder that is not a Required Holder until such Xxxxxx makes an affirmative written election that this Article 3 shall apply to such Holder (an “Opt-In Election”). At any time following a Holder making an Opt-In Election, such Holder may also make a written election that this Article 3 shall no longer apply to such Holder (an “Opt-Out Election”), which election shall cancel any previous Opt-In Election. An Opt- Out Election may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-In Election or Opt-Out Election may revoke such election at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-In Elections and Opt- Out Elections.

Preemptive Rights. Prior (a) If the Corporation proposes to offer New Securities to any Person, the Corporation shall, before such offer, deliver to the Rights Holders an offer (the "Offer") to issue to the Rights Holders, such New Securities upon the terms set forth in this Section 3.5. The Offer shall state that the Corporation proposes to issue New Securities and specify their number and terms (including purchase price). The Offer shall remain open and irrevocable for a period of 30 days (the "First Offer Period") from the date of its delivery. (b) Each Rights Holder may accept the Offer by delivering to the Corporation a notice (the "Purchase Notice") within the First Offer Period. The Purchase Notice shall state the number (the "First Offer Number") of New Securities such Rights Holder desires to purchase. If the sum of all First Offer Numbers exceeds the number of New Securities, the New Securities shall be allocated among the Rights Holders that delivered a Purchase Notice in accordance with their respective Pro Rata Amount (based on the aggregate number of Shares of the Corporation outstanding at the time of the Offer and held by all Rights Holders). (c) The issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity New Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer who delivered a Purchase Notice shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion business day, as designated by the Corporation, not less than 10 and not more than 30 days after expiration of such Series A Parity Securities equal to the quotient First Offer Period on those terms and conditions of the Offer not inconsistent with this Section 3.5. (Ad) If the number of Series A Preferred Units held by New Securities exceeds the sum of all First Offer Numbers, the Corporation may issue such Series A Preemptive excess or any portion thereof on the terms and conditions of the Offer to any Person within 90 days after expiration of the First Offer Period. If such issuance is not made within such 90-day period, the restrictions provided for in this Section 3.5 shall again become effective. (e) For purposes of this Section 3.5, each Rights Holder on the date of the Notice of Issuance divided by (B) the may aggregate number of Series A Preferred Units held by all Series A Preemptive his, her or its Pro Rata Amount among other Rights Holders on the date of the Notice of Issuance; providedin his, that the offer of such Series A Parity Securities shall not be on a basis less favorable her or its Group to the Series A Preemptive extent that other Rights Holders than is offered to any purchaser thereof who is in his, her or its Group do not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right elect to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitytheir respective Pro Rata Amounts.

Preemptive Rights. Prior (a) If at any time the Company determines to issue additional Interests (or other equity interests) in the Company to any Member (the "PURCHASING MEMBER") it shall deliver a written notice to each other Member of such proposed issuance (the "PREEMPTIVE NOTICE"). The Preemptive Notice shall contain (i) the proposed issuance price, (ii) the total number of Series A Parity Securities permitted under Section 5.11(b)(iii)Interests proposed to be issued, (iii) the Partnership shallidentity of the Purchasing Member, by and (iv) any other material terms and conditions of the issuance. (b) Each other Member shall have the right, exercisable upon written notice to the Series A Company within fifteen (15) days after receipt of the Preemptive Notice (the "PREEMPTIVE RIGHTS NOTICE PERIOD"), to purchase, on the terms and conditions as set forth in the Preemptive Notice the Interests (or other equity interests) proposed to be issued on a pro rata basis based on the Ownership Percentage owned by each other Member electing to participate in the preemptive right (the "PREEMPTIVE RIGHT"). Any and all Members electing to exercise the Preemptive Right within the Preemptive Rights Holders Notice Period shall enter into a purchase agreement with the Company and the Purchasing Member within sixty (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A60) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on days following the date of the Preemptive Notice of Issuance divided by on substantially similar terms and conditions as described in the Preemptive Notice. (Bc) If no other Member exercises the aggregate number of Series A Preferred Units held by all Series A Preemptive Right within the Preemptive Rights Holders Notice Period, the Company may, not later than sixty (60) days following expiration of the Preemptive Rights, conclude the issuance of Interests (or other equity interests) to the Purchasing Member on the date same economic terms and substantially the same terms and conditions as described in the Preemptive Notice. Any proposed issuance of Interests (or other equity interests) to a Purchasing Member on terms and conditions materially different from those described in the Preemptive Notice or any proposed issuance more than sixty (60) days following the expiration of the Notice of Issuance; providedPreemptive Right, that the offer of such Series A Parity Securities shall not again be on a basis less favorable subject to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Right of the Notice of Issuance, such Series A Preemptive Rights Holder other Members as set forth in this SECTION 7.10 and shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection require compliance with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityprocedures as described in this SECTION 7.10.

Preemptive Rights. Prior If the Corporation authorizes the issuance and sale of Additional Stock (as defined in Section 5(d)(viii)) other than pursuant to any issuance an underwritten public offering registered under the Securities Act or for non-cash consideration pursuant to a merger or consolidation approved by the Board of Directors of the Corporation, the Corporation shall first offer in writing to sell to each holder of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase B-1 Preferred Stock a portion of such Series A Parity Securities the securities being issued equal to the quotient of obtained by dividing (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (Ba) the aggregate number of shares of Series A B-1 Preferred Units held Stock then owned by such holder by (b) the aggregate number of shares of Series B-1 Preferred Stock then outstanding. If all offered securities are not subscribed to by such holder of Series A Preemptive Rights Holders B-1 Preferred Stock in writing delivered to the Corporation within twenty days after the date of delivery of the Corporation’s original notice to such holder, then the Corporation shall offer all of such securities for sale to those other holders of Series B-1 Preferred Stock that did elect to subscribe for such securities. If such offer is oversubscribed by such Series B-1 Preferred Stock holders then the Corporation shall offer such securities to such Series B-1 Preferred Stockholders pro rata on the basis of the number of securities previously subscribed to by such holders pursuant to the formula above. If the holders of Series B-1 Preferred Stock do not elect to subscribe for all of such securities in writing delivered to the Corporation within twenty days after the date of delivery of the Corporation’s second notice then the Corporation shall be free to offer such securities to any other person or persons at a price and on terms determined by the Corporation, provided that such price and terms are no more favorable to such person or persons than the price and terms on which such securities were offered to the holders of Series B-1 Preferred Stock. Any securities not sold by the Corporation within 90 days after the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Corporation’s initial notice to the holders of Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder B-1 Preferred Stock hereunder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities then become subject again to the Series A Preemptive Rights Holders pursuant to provisions of this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity9.

Preemptive Rights. Prior Section 3.1. The Company will use its commercially reasonable efforts to allow each Holder to purchase its pro rata portion (based on the number of voting Equity Securities owned by such Holder on a primary basis and the number of voting Equity Securities of the Company outstanding on a primary basis immediately prior to an issuance) of any new Equity Securities (other than any Excluded Securities) that the Company may from time to time propose to issue or sell during the Term in public offerings or private placements, subject to any issuance of Series A Parity Securities permitted limitations arising under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell securities or other applicable Law. Any such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner purchases to be reasonable, which offer shall be made on effected by a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled on the same terms and conditions as such public offering or private placement, as applicable. The Company may undertake such commercially reasonable efforts by notifying each Holder of the proposed financing transaction or instructing its underwriters, investment bankers or other financial advisors (as applicable) to purchase a portion do so no later than thirty (30) days prior to the contemplated date of such Series A Parity Securities equal public offering or private placement. If such participation is in the form of a public offering, each Holder understands and acknowledges that the Company and/or its underwriters or investment bankers may utilize customary “wall-cross” procedures to notify each Holder of such opportunity to participate in such offering, or alternatively notify each Holder after initiation of such offering has been publicly disclosed. If such offering is in the form of a private placement, the Company may notify each Holder prior to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer public disclosure of such Series A Parity Securities shall not be on a basis less favorable private placement utilizing customary “wall-cross” procedures of such opportunity to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities participate in such transactionprivate placement. Notwithstanding the foregoing, in no event shall the Partnership be obligated event, despite the Company’s commercially reasonable efforts, a Holder is not provided the opportunity to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to participate in a public offering or private placements referenced in this Section 5.11(b)(viii) 3.1, the Company will arrange, as promptly as possible thereafter, to permit such Holder to participate in connection with any securities issued a separate and subsequent private placement on substantially the same terms designed to the owners of another entity maintain such Holder’s pro rata ownership as described in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 3.1.

Preemptive Rights. Prior to (a) If the Company at any time after the date hereof authorizes the issuance or sale of Series A Parity any New Securities permitted under Section 5.11(b)(iii(other than as a dividend on the outstanding Common Stock), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall first offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase and Series B Holder a portion of such Series A Parity New Securities or other securities equal to the quotient percentage of (A) the number outstanding shares of Series A Preferred Units Common Stock held by such Series A Preemptive Rights Holder or Series B Holder at the time of such issuance (determined on the date of the Notice of Issuance divided by a fully diluted basis). (Bb) the aggregate number of In order to exercise its purchase rights hereunder, each Series A Preferred Units held by all Holder and Series A Preemptive Rights Holders on B Holder must within 20 days after receipt of written notice from the date of Company describing in reasonable detail the Notice of Issuance; providedNew Securities being offered, that the offer of purchase price thereof, the payment terms and such Series A Parity Holder or Series B Holder's percentage allotment, deliver a written notice to the Company describing its election hereunder. In the event any Series A Holder or Series B Holder does not elect to purchase all of the shares offered to such persons, the other electing Series A Holders and Series B Holders may purchase such unallocated New Securities by providing notice to the Company within such 20-day period. Any New Securities not elected to be purchased by the end of such 20-day period shall not be reoffered for an additional 5-day period by the Company on a pro rata basis less favorable to the Series A Preemptive Rights Holders than is and Series B Holders who elected to purchase all shares of such New Securities originally offered to any purchaser thereof who is not a such persons. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such New Securities or securities which the Series A Preemptive Rights Holder; provided, further that if any Holders and Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right B Holders have not elected to purchase Series A Parity Securities within ten (10) Business Days of during the Notice of Issuance, 120 days following such Series A Preemptive Rights Holder shall be deemed expiration on terms and conditions no more favorable to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities purchasers thereof than those offered to the Series A Preemptive Rights Holders and Series B Holders. Any New Securities offered or sold by the Company to any Person after such 120-day period must be reoffered to the Series A Holders and Series B Holders pursuant to the terms of this Section 5.11(b)(viii3.1. (d) The provisions set forth in connection with any securities issued to Section 3.1 shall terminate upon the owners consummation of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitya Qualified Public Offering.

Preemptive Rights. Prior 10.1 If the Corporation shall issue any shares of Common Stock or other securities (whether debt or equity) of the Corporation, or any rights, options or warrants directly or indirectly to purchase shares of Common Stock or other securities of the Corporation (the “Corporation Offered Securities”), except pursuant to a Management Issuance, then CCRT and Xxxxxxx Xxxxx shall be entitled to purchase, on the same terms and conditions, a pro rata portion of the Corporation Offered Securities (which shall be a fraction of the Corporation Offered Securities determined by dividing the number of Shares owned by either CCRT or Xxxxxxx Xxxxx, as the case may be, by the sum of (i) the total number of outstanding Shares, (ii) any shares of Common Stock issuable upon exercise or conversion of any securities of the Corporation and (iii) the total number of shares of any other securities outstanding as of such date having voting rights substantially similar to those of the Common Stock). In the event that either CCRT or Xxxxxxx Xxxxx elects to acquire less than its pro rata share of the new securities to be issued, then the other party electing to purchase its pro rata share of the new securities shall be entitled to acquire any such unsubscribed securities. 10.2 The Corporation shall provide a written notice (the “Preemptive Rights Notice”) of any proposed issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)new securities subject to this Article 10 to all Shareholders, the Partnership shall, and each Shareholder may elect to purchase such new securities in accordance herewith by giving written notice to the Series A Corporation within 10 business days following its receipt of the Preemptive Rights Holders (Notice. Any notice given by a Shareholder pursuant to this Section 10.2 shall constitute an irrevocable commitment to purchase from the “Notice Corporation the amount of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined new securities set forth in this notice. The closing of any purchase by the General Partner to be reasonable, which offer Shareholders shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on no later than 90 days following the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on Notice or such other date as the Corporation and the Shareholders may mutually agree. If, subsequent to the date of the Notice Preemptive Rights Notice, the Corporation alters the price or other significant terms and conditions of Issuance; provided, the offering that the offer of such Series A Parity Securities shall not be on a basis less favorable reasonable investor would consider material to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights decision to purchase such Series A Parity Securities in securities, or the Corporation has not sold such transaction. Notwithstanding securities within 90 days after the foregoingdate of the Preemptive Rights Notice, in no event the Corporation shall the Partnership be obligated to offer to sell Series A Parity Securities provide another Preemptive Rights Notice to the Series A Preemptive Rights Holders pursuant Shareholders with respect to any subsequent issuance and will otherwise comply with the provisions of this Section 5.11(b)(viii) in connection with any securities issued Article 10 to the owners of another entity in connection with the acquisition of extent applicable to such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityissuance.

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

Preemptive Rights. Prior to any issuance of Series A Parity Securities (a) If the Company is permitted under Section 5.11(b)(iiithis Agreement to authorize or to sell, and so authorizes the issuance or sale of any of its stock or securities (other than as a dividend on the outstanding Common Stock), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall first offer to sell such Series A Parity Securities to Molex and the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase Primary Stockholders a portion of such Series A Parity Securities stock or securities equal to the quotient of determined by dividing (A) the number of Series A Preferred Units Stockholder Shares held by Molex or such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided Primary Stockholder by (B) the aggregate total number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date shares of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder outstanding Stockholder Shares. Molex and each Primary Stockholder shall be deemed to have waived any and all rights entitled to purchase such Series A Parity Securities stock or securities at the most favorable price and on the most favorable terms as such stock or securities are to be offered. The purchase price for all stock and securities offered to Molex or such Primary Stockholder shall be payable in such transactioncash by wire transfer of immediately available funds. Notwithstanding the foregoing, in no event the Company shall be permitted, without permitting Molex or the Partnership be obligated Primary Stockholders to offer purchase shares of Common Stock pursuant to the above formula, to sell Series A Parity Securities 6,000,000 Common Stock Units (which Common Stock Units shall include one share of Common Stock and a warrant to acquire one share of Common Stock at an exercise price of not less than $.90) at a price of not less than $.50 per Common Stock Unit within 24 months of the date hereof to raise capital for the construction and set-up of its pilot plant (the "Pilot Plant Shares") or for other corporate purposes. (b) In order to exercise its purchase rights hereunder, Molex or the applicable Primary Stockholder must within 30 days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such holder's percentage allotment deliver a written notice to the Series A Preemptive Rights Holders Company describing its election hereunder. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities which Molex and the Primary Stockholders have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to Molex and the Primary Stockholders. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to Molex and the Primary Stockholders pursuant to the terms of this Section 5.11(b)(viiiparagraph. (d) in connection with any securities issued to the owners The rights under this paragraph 4 will terminate upon completion of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitya Public Offering.

Preemptive Rights. Prior (a) Each Purchaser shall have a right of first refusal to purchase up to such Purchaser’s Pro Rata Percentage of any offering by the Company of Ordinary Shares or any other class or series of its capital stock, or any other securities convertible or exercisable into or exchangeable for Ordinary Shares or any other class or series of capital stock (including convertible stock, redeemable stock and debt with warrants, but excluding any Exempt Securities (other than clause (vi) thereof), and any issuances pursuant to the Additional Financing in accordance with Section 5.2(n)), in each case on the same terms as the other investors participating in such offering. (b) The Company shall provide written notice to each Purchaser that the Company is considering any proposed future financing subject to this Section 4.11(b), providing a general outline of the proposed structure and anticipated terms thereof, not less than 15 days prior to completion thereof (the “Completion Date”). The Company shall also provide written notice to each such Purchaser describing in reasonable detail all of the material terms of any such proposed future financing, including the identity of the proposed purchaser(s) (the “Detailed Notice”), within a reasonable period of time (but not less than ten (10) days prior to the Completion Date). Unless a Purchaser provides the Company notice in writing within five (5) days of its receipt of the Detailed Notice that it wishes to participate in such financing, such Purchaser’s right solely with respect to such proposed future financing (but not with respect to any issuance other future financing) shall be deemed waived. If any of Series A Parity Securities permitted under the Purchasers fails to exercise its right of first refusal to purchase its full Pro Rata Percentage of the securities subject to this Section 5.11(b)(iii4.11(b) (each, an “Ineligible Over Allotment Purchaser”), then at least five (5) days prior to the Partnership shallCompletion Date the Company shall give written notice to the Purchasers who exercised their full pro rata rights (each, an “Eligible Over Allotment Purchaser”) of the number of securities of the Company subject to this Section 4.11(b) and not subscribed by the Ineligible Over Allotment Purchasers (the “Shortfall Notice”), whereupon (i) Abingworth, if it is an Eligible Over Allotment Purchaser, shall have the first right, but not the obligation, to elect, by written notice to the Series A Preemptive Rights Holders Company and the other Eligible Over Allotment Purchasers (if their names and addresses are then known to Abingworth) during the three (3) day period following its receipt of such Shortfall Notice, to purchase any of the securities not so subscribed by the Ineligible Over Alltoment Purchasers and (ii) if Abingworth is an Ineligible Over Allotment Purchaser or if it is an Eligible Over Allotment Purchaser but has elected not to purchase all of the securities available for purchase by it pursuant to clause (i) above, then each other Eligible Over Allotment Purchaser shall have the right, but not the obligation, to elect, by written notice to the Company and the other Eligible Over Allotment Purchasers during the five (5) day period following its receipt of such Shortfall Notice (the “Shortfall Notice of IssuancePeriod”), if anyto purchase any of the securities not so subscribed by Abingworth (the allocation of such securities among the Eligible Over Allotment Purchasers exercising the over allotment option pursuant to this clause (ii) to be made pro rata among them based on their proportionate ownership of Ordinary Shares inter se themselves or in such other proportions as such participating Eligible Over Allotment Purchasers shall unanimously determine). Unless an Eligible Over Allotment Purchaser provides the Company notice in writing within such five (5) days of its receipt of a Shortfall Notice that it wishes to exercise its over allotment option, offer indicating the maximum number of securities it wishes to sell purchase, such Series A Parity Securities Eligible Over Allotment Purchaser’s right with respect to such over allotment option shall be deemed waived. Anything herein to the Series A Preemptive Rights Holders on terms and subject contrary notwithstanding, if required to conditions determined by accumulate from its investors the General Partner funds necessary to be reasonableparticipate in any such financing, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof Purchaser who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written has delivered timely notice of its intent to exercise its right participate in such financing shall have up to purchase Series A Parity Securities within ten fifteen (1015) Business Days from the date it sent such notice of its intent to participate to fund its purchase even if any such period extends beyond the Completion Date. If the Purchasers do not elect to purchase all of the securities with respect to a proposed financing that is the subject of a Detailed Notice, the Company shall, during the sixty (60) day period following the expiration of the Shortfall Notice Period, be permitted at its sole discretion to sell the securities not subscribed for by the Purchasers to any purchaser or purchasers named in the Detailed Notice on the terms and conditions set forth in the Detailed Notice. Notwithstanding anything contained herein to the contrary, if the terms of Issuanceany proposed financing that is the subject of a Detailed Notice shall change in a manner more favorable to the Purchasers in any material respect, such Series A Preemptive Rights Holder the Company shall send a new Detailed Notice to the Purchasers and shall be deemed required to have waived any and comply with all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding of the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities provisions of this Section 4.11(b) as it pertains to the Series A Preemptive Rights Holders modified terms of such proposed financing. (c) Except for the rights granted to the other Purchasers pursuant to this Section 5.11(b)(viii) 4.11, for so long as Abingworth shall have the right to purchase the Company’s securities pursuant to this Section 4.11, the Company may not, without Abingworth’s prior written consent, grant preemptive rights, participation rights, rights of first refusal, rights of first offer or similar rights to any holder or prospective holder of any Company securities on terms more favorable than, or in connection with any securities issued to the owners of another entity in connection preference to, or on parity with the acquisition rights granted herein to Abingworth. (d) The rights and obligations established pursuant to this Section 4.11 shall terminate with respect to a Purchaser (counting such Purchaser and its Affiliates purchasing Shares under this Agreement as one Purchaser) at such time as such Purchaser (together with its Affiliates) ceases to collectively own in the aggregate the number of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than Ordinary Shares equal to at least 50% of the voting power number of Shares purchased by such Purchaser and its Affiliates on the Closing Date. (e) With respect to Abingworth and the Abingworth Purchasers, the rights set forth in this Section 4.11 may be exercised directly by one or assets more of the Abingworth Purchasers or through any other fund or managed account managed by Abingworth LLP, with Abingworth, LLP having the right, in its sole discretion, to determine the allocation of rights among the Abingworth Purchasers and/or through any other fund or managed account managed by Abingworth LLP so long as the transferee of such entityrights from Abingworth is able to exercise such rights in accordance with applicable securities laws.

Preemptive Rights. Prior Except for issuances or sales of any Excluded Units, if at any time prior to an Initial Public Offering, any Company Group Member proposes to issue or sell any Offered Units, such issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice shall be subject to the Series A preemptive right to purchase of each Preemptive Rights Holders Offeree as set forth in this Section 9.01: (a) The Company shall offer to sell to each Preemptive Rights Offeree, and each such Preemptive Rights Offeree shall have the right, but not the obligation, to purchase from the Company or its applicable Subsidiary, a number of such Offered Units equal to the aggregate number of such Offered Units to be issued by the Company (or its applicable Subsidiary) multiplied by such Preemptive Rights Offeree’s Offered Percentage (the “Initial Pro Rata Offered Units Amount”). In the event that, following delivery of an Issuance Notice under this Section 9.01, any Preemptive Rights Offeree elects to purchase less than all of Issuanceits respective Initial Pro Rata Offered Units Amount during the initial twenty (20) Business Day period following delivery of such Issuance Notice (the “Exercise Period”), if anythen the Refused Units shall be allocated and issued in accordance with Section 9.01(d). If there are still Refused Units remaining after the allocation and issuance in accordance with Section 9.01(d), offer to sell then such Series A Parity Securities to the Series A remaining Refused Units shall be allocated and issued in accordance with Section 9.01(e). (b) The Company shall give each Preemptive Rights Holders on Offeree at least twenty (20) Business Days’ prior written notice of any proposed issuance of Offered Units which notice shall disclose in reasonable detail the proposed terms and subject to conditions determined by of such issuance, including: (i) the General Partner amount of the Offered Units to be reasonableissued, (ii) the terms of the Offered Units, including the rights to distribution, liquidation and voting, (iii) the purchase price of the Offered Units, (iv) a summary of other material terms of the proposed issuance, including the proposed date of the closing of the sale of such Offered Units (which offer shall in no event be made on a more than 180 calendar days following deliver of the Issuance Notice) and if the proceeds of such sale of Offered Units are being used for the purposes of any acquisition or to cure any default under any financing agreement, copies of the relevant documents related to such acquisition or the waiver or cure of such default, (v) copies of any proposed purchase agreement and any amendments to this Agreement related to such issuance of Offered Units and (vi) such Preemptive Rights Offeree’s Initial Pro Rata basis such that each Series A Offered Units Amount (collectively, the “Issuance Notice”). (c) Each Preemptive Rights Holder Offeree shall be entitled to purchase an amount of Offered Units up to its Initial Pro Rata Offered Units Amount at the same price, on the same terms and at the same time as the Offered Units are sold or issued to any other Person by the delivery of a portion written notice to the Company of such Series A Parity Securities equal Preemptive Rights Offeree’s election to purchase such Offered Units delivered prior to the quotient conclusion of the Exercise Period (A) a “Preemptive Rights Acceptance Notice”), which Preemptive Rights Acceptance Notice will indicate the number of Series A Preferred Units held by that such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by Offeree agrees to purchase (B) the aggregate number of Series A Preferred Units held by all Series A which amount must be equal to or less than such Preemptive Rights Holders on the date of the Notice of IssuanceOfferee’s Initial Pro Rata Offered Units Amount); provided, that if the offer terms and conditions of such Series A Parity Securities the sale of the Offered Units differ in more than a de minimis respect from the terms and conditions set forth in the Issuance Notice, then the Company shall not be on a basis less favorable to provide an updated Issuance Notice and the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten Exercise Period shall conclude twenty (1020) Business Days following the delivery of such updated Issuance Notice. In the event that in connection with such a proposed issuance of Offered Units, any such Preemptive Rights Offeree shall for any reason fail or refuse to give such written notice to the Company prior to the conclusion of the Notice of IssuanceExercise Period, such Series A Preemptive Rights Holder shall Offeree shall, for all purposes of this Section 9.01, be deemed to have refused (in that particular instance only) to purchase any of such Offered Units and to have waived (in that particular instance only) all of its rights under this Section 9.01 to purchase any and all rights of such Offered Units. (d) If, at the end of the Exercise Period, there are any Refused Units, the Company shall offer such Refused Units to the Preemptive Rights Offerees who have timely submitted a Preemptive Rights Acceptance Notice (the “Participating Preemptive Rights Offerees”) by delivering notice to such Participating Preemptive Rights Offerees, which notice shall specify the amount of Refused Units available for purchase. Each such Preemptive Rights Offeree shall be entitled to purchase (on the same terms as set forth in Section 9.01(c)) an amount of Refused Units equal to (x) the total amount of Refused Units multiplied by (y) such Preemptive Rights Offeree’s Offered Percentage (calculated, for purposes of this Section 9.01(d), assuming the term “Preemptive Rights Offeree” is replaced with “Participating Preemptive Rights Offeree”) by accepting the offer within fifteen (15) Business Days after receiving the offer to purchase such Series A Parity Securities in such transaction. Notwithstanding Refused Units from the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany.

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

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

Preemptive Rights. Prior (a) If, following the expiration of the Test Period, the Company authorizes the issuance or sale of any equity in the Company to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (including any Member) (the "Offeree"), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall first offer to sell to each Member a pro-rata portion (based on the Membership Interest held by such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis Member at such that each Series A Preemptive Rights Holder time) of such equity. The Members shall be entitled to purchase such equity at the same price as such equity is to be offered to the Offeree. The Members will take all necessary or desirable actions in connection with the consummation of the purchase transactions contemplated by this Section 6.2(a) as requested by the Company, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Company, and so long as such agreements, documents and instruments do not require such Members to make more burdensome representations, warranties, covenants or indemnities than those required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Member elects not to purchase any such equity, or not to purchase all of such Member’s pro-rata portion, each other Member who has elected to purchase all of such Member’s pro-rata portion (a "Fully Participating Member") shall be entitled to purchase an additional portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders equity. If more than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights one Fully Participating Member desires to purchase such Series A Parity Securities equity in excess of the portion allocated to such transactionMember pursuant to the first sentence of this Section 6.2(a), then each such Fully Participating Member shall be entitled to purchase up to all of such available equity. If there is an oversubscription in respect of such remaining equity, the oversubscribed amount shall be fully allocated among the Fully Participating Members pro rata based on such Fully Participating Members’ percentage Membership Interest. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities foregoing or anything contained to the Series A Preemptive Rights Holders contrary herein, no Member shall be entitled to purchase equity pursuant to this Section 5.11(b)(viii6.2(a) in connection the event such Member is in breach of, or has not complied with any securities issued all of such Member’s obligations under this Agreement or other agreements to which such Member and the Company are a party. (b) In order to exercise its purchase rights hereunder, a Member must, within forty-five (45) days after receipt of written notice from the Company describing the equity being offered, the purchase price thereof, the payment terms and such Member’s percentage allotment, deliver a written notice to the owners Company describing its election hereunder (which election shall be absolute and unconditional). The forty-five (45) day time frame described herein shall apply both in the case of an initial written notice from the Company to the Members with respect to an offering of equity and in the case of any subsequent written notice from the Company to the Fully Participating Members with respect to an additional portion of such equity available for purchase as a result of another entity Member electing not to purchase all of its pro-rata portion. (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such equity to the Offeree which the Members have not elected to purchase during the 180 days following such expiration at no less than the purchase price stated in connection the notice provided under Section 6.2(b) hereunder. Any equity proposed to be offered or sold by the Company to the Offeree after such 180-day period, or at a price not complying with the acquisition immediate preceding sentence, must be reoffered to the Members pursuant to the terms of such entity by this Section 6.2 prior to any sale to the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOfferee.

Preemptive Rights. Prior Any Change in Control of a Party, other than one which results in ongoing Control by an Affiliate, shall be subject to any issuance the following procedure. For purposes of Series A Parity Securities permitted under Section 5.11(b)(iii)this clause 12.3, the Partnership shallterm “acquired Party” shall refer to the Party that is subject to a Change in Control and the term “acquiror” shall refer to the Party or third party proposing to acquire Control in a Change in Control. (i) Once the final terms and conditions of a Change in Control have been fully negotiated, by written the acquired Party shall disclose all such final terms and conditions as are relevant to the acquisition of such Party’s Participating Interest and the determination of the Cash Value of that Participating Interest in a notice to the Series A Preemptive Rights Holders other Parties (the “Notice of Issuance”a C-I-C Notice), if anywhich C-I-C Notice shall be accompanied by a copy of all instruments or relevant portions of instruments establishing such terms and conditions. Each other Party shall have the right to acquire the acquired Party’s Participating Interest on the terms and conditions described in clause 12.3(c)(ii) if, offer within thirty (30) Days of the acquired C-I-C Notice, such Party delivers to sell all other Parties a counter-notification that it accepts such Series A Parity Securities terms and conditions without reservations or conditions (subject to clauses 12.3(c)(ii) and 12.3(c)(iv), where applicable). If no Party delivers such counter-notification, the Change in Control may proceed without further notice, subject to the Series A Preemptive Rights Holders on other provisions of this clause 12, under terms and subject conditions no more favorable to conditions determined by the General Partner to be reasonableacquiror than those set forth in the C-I-C Notice, which offer provided that the Change in Control shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of concluded within two hundred forty (A240) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on Days from the date of the C-I-C Notice plus such additional period as may be required to secure Government approvals. No Party shall have a right under this clause 12.3(c) to acquire any asset other than a Participating Interest, nor may any Party be required to acquire any asset other than a Participating Interest, regardless of Issuance divided by whether other properties are subject to the Change in Control. (Bii) If more than one Party counter-notifies that it intends to acquire the aggregate number Participating Interest subject to the proposed Change in Control, then each such Party shall acquire a proportion of Series A Preferred Units held by that Participating Interest equal to the ratio of its own Participating Interest to the total Participating Interests of all Series A Preemptive Rights Holders the counter-notifying Parties, unless the counter-notifying Parties otherwise agree. (iii) The acquired Party shall include in its notification to the other Parties a statement of the Cash Value of the Participating Interest subject to the proposed Change in Control, and each other Party shall have a right to acquire such Participating Interest for the Cash Value, on the date final terms and conditions negotiated with the proposed acquiror that are relevant to the acquisition of a Participating Interest for cash. No Party may acquire the acquired Party’s Participating Interest pursuant to this clause 12.3(c)(iii) unless and until completion of the Notice of Issuance; providedChange in Control. If for any reason the Change in Control agreement terminates without completion, that the offer of such Series A Parity Securities shall not be on a basis less favorable other Parties’ rights to acquire the Participating Interest subject to the Series A Preemptive Rights Holders than is offered proposed Change in Control shall also terminate. (iv) For purposes of clause 12.3(c)(iii), the Cash Value proposed by the acquired Party in its notice shall be conclusively deemed correct unless any Party (for purposes of this clause 12.3, each a Disagreeing Party) gives notice to any purchaser thereof who is not the acquired Party with a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails copy to provide written notice of its intent to exercise its right to purchase Series A Parity Securities the other Parties within ten (10) Business Days of receipt of the Notice acquired Party’s notice stating that it does not agree with the acquired Party’s statement of Issuancethe Cash Value, stating the Cash Value it believes is correct, and providing any supporting information that it believes is helpful. In such event, the acquired Party and the Disagreeing Parties shall have fifteen (15) Days in which to attempt to negotiate an agreement on the applicable Cash Value. If no agreement has been reached by the end of such fifteen (15) Day period, either the acquired Party or any Disagreeing Party shall be entitled to refer the matter to an independent expert as provided in clause 18.3 for determination of the Cash Value. (v) If the determination of Cash Value is referred to an independent expert, and the value submitted by the acquired Party is no more than five percent (5%) above the Cash Value determined by the independent expert, the acquired Party’s value shall be used for the Cash Value and the Disagreeing Parties shall pay all costs of the expert. If the value submitted by the acquired Party is more than five percent (5%) above the Cash Value determined by the independent expert, the independent expert’s value shall be used for the Cash Value and the acquired Party shall pay all costs of the expert. Subject to the independent expert’s value being final and binding in accordance with clause 18.3, the Cash Value determined by the procedure shall be final and binding on all Parties. (vi) Once the Cash Value is determined under clause 12.3(c)(v), Operator shall provide notice of such Cash Value to all Parties and if the Cash Value that was submitted by the acquired Party to the independent expert is more than five percent (5%) above the Cash Value determined by the independent expert, the acquired Party and its Affiliates may elect to terminate the proposed Change in Control by notice to all other Parties within five (5) Days after notice to the Parties of the final Cash Value. Similarly, if the Cash Value that was determined by the independent expert is more than five percent (5%) above the Cash Value submitted to the independent expert by a Disagreeing Party (or, in the case of a Party that is not a Disagreeing Party, is more than five percent (5%) above the Cash Value originally proposed by the acquiror), such Series A Preemptive Rights Holder shall be deemed Party may elect to have waived any and all rights revoke its notice of intention to purchase the acquired Party’s Participating Interest pursuant to clause 12.3(c)(i). If the acquired Party and its Affiliates do not properly terminate the proposed Change in Control and one or more Parties which provided notices of their intention to purchase the acquired Party’s Participating Interest pursuant to clause 12.3(c)(i) have not properly revoked their notices of such Series A Parity Securities in such transaction. Notwithstanding intention, then the foregoing, in no event acquired Party shall the Partnership be obligated to offer sell and such Parties shall be obligated to sell Series A Parity Securities buy the Participating Interest at the Cash Value as determined in accordance with clause 12.3(c)(v). If all Parties which provided notice of their intention to purchase the acquired Party’s Participating Interest pursuant to clause 12.3(c)(i) properly revoke their notices of such intention, the Change in Control may proceed without further notice, under terms and conditions no more favorable to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) acquiror than those in connection with any securities issued to effect at the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all time of the assetsdetermination, or other reorganization whereby provided that the Partnership acquires more than 50% Change in Control shall be concluded within one hundred eighty (180) Days from the date of the voting power or assets of determination plus such entityadditional period as may be required to secure Government approvals.

Preemptive Rights. Prior (a) If the Company or any Company Subsidiary offers to issue or sell any New Securities to any issuance member of Series the Sponsor Group (“Offeree”), then the Company (or such Company Subsidiary) shall offer to sell to each Entitled Member on the terms set forth in this Section 3.12 a portion of such New Securities equal to (x) the number of such New Securities being offered multiplied by (y) a fraction the numerator of which is the aggregate number of outstanding Class A Parity Common Units held by such Member and the denominator of which is the aggregate outstanding Class A Common Units held by all Members. (b) In order to exercise its purchase rights hereunder, an Entitled Member must, within 20 calendar days after delivery to such Entitled Member of written notice from the Company describing in reasonable detail the New Securities permitted under Section 5.11(b)(iiibeing offered, the purchase price thereof (which may be a price range), the Partnership shallpayment terms and the maximum amount and percentage of the offering such Entitled Member is entitled to purchase hereunder, by deliver a written notice to the Series A Preemptive Rights Holders (Company exercising such Entitled Member’s purchase rights pursuant to this Section 3.12 and stating therein the “Notice quantity or percentage of Issuance”), if any, offer to sell such Series A Parity New Securities to be purchased by such Entitled Member. (c) If any Entitled Member fails to exercise the Series A Preemptive Rights Holders on terms above rights with respect to any particular New Securities within such 20-day period (and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis Company has provided each Exercising Member written notice that such that each Series A Preemptive Rights Holder shall be Exercising Member is entitled to purchase a portion of such Series A Parity any Excess New Securities equal pursuant to the quotient penultimate sentence of Section 3.12(b) and such Exercising Member has been given a reasonable amount of time (Anot to exceed five business days after receipt of such notice) to elect to do so) the number of Series A Preferred Units held Company shall have 180 days thereafter to sell such New Securities, for cash or cash equivalent (as determined in good faith by the Board and Sponsor) consideration at a price not more favorable and upon general terms not materially more favorable, than as specified in the Company’s notice to the Entitled Members. Any New Securities not sold within such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities 180-day period shall not thereafter be on a basis less favorable issued or sold without first being reoffered to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Entitled Members pursuant to this Section 5.11(b)(viii3.12. (d) in connection with any securities issued Notwithstanding anything to the owners of another entity contrary set forth in connection this Section 3.12 the Company may comply with the acquisition provisions of this Section 3.12 by first selling to such entity by Offeree, subject to the Partnership by mergerconditions contained in the following sentence, consolidation, sale or exchange of securities, purchase of substantially all of the assetsNew Securities contemplated to be issued and sold by the Company and promptly thereafter offering to sell to the Entitled Members the number of such New Securities such Entitled Members are entitled to purchase pursuant to Section 3.12(a). If any Entitled Member purchases securities from the Company pursuant to this Section 3.12(d), or other reorganization whereby upon the Partnership acquires more than 50% request of the voting power or assets Board, the Offeree may, in its discretion, sell to the Company for a price per Unit equal to the original cost thereof (plus any accrued and unpaid preferred yield thereon, if applicable) the same number and class of Units acquired by the Offeree that are purchased by such entityPerson(s) exercising their rights under this Section 3.12, provided that if the Offeree elects not to sell such securities back to the Company pursuant to this sentence, each Person exercising their rights under this Section 3.12 shall be entitled to purchase an amount of additional New Securities from the Company so that such Person’s Percentage Ownership vis-à-vis such Offeree is the same as it would have been had the Offeree sold such Units back to the Company pursuant to this sentence. (e) The rights of all Members under this Section 3.12 shall terminate upon the consummation of a Qualified Public Offering and, with respect to any Sale Transaction, the date that such Member is no longer a Member (i.e., owns no Units).

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

Preemptive Rights. Prior (a) If the Company determines to issue any additional shares of its capital stock, or warrants, options, rights or other securities convertible into its capital stock (collectively the “Equity Securities”), from and after the date of this Agreement, the Company shall first give each of the Major Stockholders the right to purchase such Equity Securities by delivering to them a written offer which shall state the price and other terms and conditions of the proposed issuance. If the Company proposes to issue the Equity Securities for consideration other than solely cash and/or promissory notes, the offer to the Major Stockholders shall, to the extent of such consideration, permit such Major Stockholders to pay in lieu thereof, cash equal to the fair market value of such consideration, and the offer shall state the Company’s estimate of such fair market value. The Board of Directors shall fix the period of the offer which shall be a minimum of 30 days but in no event more than 90 days to determine the fair market value of the consideration referred to in the preceding sentence. Each Major Stockholder shall have the right to assign any of the rights such Major Stockholder may have to purchase Equity Securities under this Section 8(a) to any issuance person affiliated with such holder provided such person is an “accredited investor” under Regulation D promulgated by the Securities and Exchange Commission. For purposes of Series A Parity Securities permitted under Section 5.11(b)(iii)the foregoing sentence, the Partnership shall, term “affiliated” shall have the meaning assigned to it under Rule 405 under the Securities Act. (b) A Major Stockholder may accept an offer only by giving written notice to the Series A Preemptive Rights Holders Company before the offer expires that the Major Stockholder has accepted the offer to purchase some or all of the securities offered (the “Notice of IssuanceAccepted Securities”); provided, if anyhowever, offer to sell such Series A Parity Securities to that the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on maximum number or amount of securities a Pro Rata basis such that each Series A Preemptive Rights Holder Major Stockholder shall be entitled to purchase a portion of such Series A Parity Securities shall be equal to that number or amount of securities to be issued multiplied by a fraction, the quotient numerator of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) which shall be the aggregate number of Series A Preferred Units held shares of Common Stock (computed by assuming the conversion into Common Stock of all Series A Preemptive Rights Holders on convertible preferred stock then outstanding, but excluding any shares of Common Stock issuable upon the date exercise of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right outstanding options or warrants to purchase Series A Parity Securities within ten (10Common Stock) Business Days owned by the Major Stockholder and the denominator of the Notice of Issuance, such Series A Preemptive Rights Holder which shall be deemed to have waived the aggregate number of shares of Common Stock outstanding (computed by assuming the conversion into Common Stock of all convertible preferred stock then outstanding, but excluding any and all rights shares of Common Stock issuable upon the exercise of outstanding options or warrants to purchase such Series A Parity Securities in such transactionCommon Stock). Notwithstanding the foregoing, any such Major Stockholder may, at the time it accepts the offer, subscribe to purchase any or all securities offered (“Oversubscription Securities”) which may be available as a result of the rejection, or partial rejection, of the offer by other Major Stockholder. Promptly following the expiration of the offer, the Company shall allocate the securities subscribed for among the Major Stockholders accepting or partially accepting the offer (the “Subscribing Holders”), pro rata, based upon their respective holdings as aforesaid, and shall by written notice (the “Acceptance Notice”) advise all Subscribing Holders of the number or amount of securities allocated to each of the Subscribing Holders. Within 10 days following receipt of the Acceptance Notice, each of the Subscribing Holders shall deliver to the Company payment in no event full for the Accepted Securities purchased by it against delivery by the Company by each Subscribing Holder of a certificate or certificates evidencing the Accepted Securities purchased by it. To the extent the offer is not subscribed in full by Major Stockholders, the Company may, for a period of 90 days thereafter, issue and sell the unaccepted securities, or any of them, at the same price, and upon the other terms and conditions specified in such offer, to any person or persons. (c) Notwithstanding the provisions of this Section 8, the Company shall not be required to first offer the Partnership be obligated to offer to sell Series A Parity Equity Securities to the Series A Preemptive Rights Holders Major Stockholders if: (i) the issuance is pursuant to the conversion of any shares of the Preferred Stock; (ii) the issuance is pursuant to the exercise of any currently outstanding options or warrants, provided the total of all such shares does not exceed 3,162,303 (as adjusted for any stock split, stock dividend, recapitalization, reorganization, merger or consolidation); (iii) the Company proposes to issue nontransferable options to purchase Common Stock to its officers, directors, employees or consultants, or to the employees or consultants of VRP, pursuant to employment or compensation plans or other arrangements approved by the Company’s Board of Directors, provided the total of all such shares does not exceed 910,230 shares (as adjusted for any stock split, stock dividend, recapitalization, reorganization, merger or consolidation); (iv) the issuance is pursuant to the Company’s 2005 Stock Purchase Plan (the “2005 Stock Purchase Plan”), provided the total of all such shares under this Section 5.11(b)(viii8(c)(iv) in connection with any securities issued to does not exceed 483,341; (v) the owners of another entity issuance is in connection with the acquisition of such more than fifty (50%) percent of the voting securities of another entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of all or substantially all of the assetsassets of another entity; or (vi) the issuance is pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, at an offering price (prior to underwriting commissions and expenses) of not less than $13,125 per share (as adjusted for any stock split, stock dividend, recapitalization, reorganization, merger or consolidation) and the aggregate proceeds to the Company of which exceed $40,000,000 (a “Qualified Public Offering”). (d) Notwithstanding the other reorganization whereby provisions of this Section 8, in the Partnership acquires more event the Company issues any Equity Securities pursuant to the 2005 Stock Purchase Plan (other than 50% as set forth in Section 8(c)(iv) above), no Major Stockholder shall be entitled to exercise any pre-emptive rights with respect thereto, provided, that immediately following such issuance, the Major Stockholders shall be entitled to purchase from the Company, at the same price per share as those Equity Securities issued under the 2005 Stock Purchase Plan, that number of shares of Equity Securities of the voting power or assets same class and series as issued under the 2005 Stock Purchase Plan that, when added to the number of shares issued to the participants in the 2005 Stock Purchase Plan, result in the Major Stockholders owning the same percentage of shares as the Major Stockholders owned of the Company immediately prior to such entityissuance. The Equity Securities to be offered pursuant to this Section 8(d) shall be offered by the Company to the Major Stockholders on the same terms and conditions as set forth in the Section 8(a) and 8(b) hereof.

Preemptive Rights. Prior 8.1 New Issuance. Until the Roundball Maturity Date with respect to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), Roundball and the Partnership shall, by written notice Xxxxx Maturity Date with respect to the Series A Preemptive Rights Holders Xxxxx Trust, if Borrower proposes to issue any securities (the including any Equity Interests of Borrower and any debt securities) (“Notice of IssuanceNew Securities”), if any, offer to sell such Series A Parity Securities to each Lender will have the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled option to purchase a portion of such Series A Parity New Securities equal to such Lender’s proportionate ownership interest in the quotient Common Stock then issued and outstanding immediately prior to such issuance. For purposes of the preceding sentence, each Lender’s ownership interest in the Common Stock shall be determined by assuming such Lender has converted its Note, in whole, into the Conversion Shares. Borrower shall give Lenders at least twenty (A20) days prior written notice of any such proposed issuance of New Securities, setting forth the number number, terms and purchase consideration of Series A Preferred Units held by the New Securities. Borrower shall offer to Lenders the opportunity to purchase such Series A Preemptive Rights Holder New Securities at the same price, on the date same terms and at the same time as the New Shares are proposed to be issued by Borrower. Each Lender may exercise its option under this Section 8.1 by delivering an irrevocable written notice to Borrower not more than fifteen (15) days after delivery of Borrower’s notice to Lenders of the Notice of Issuance divided by proposed issuance. Borrower may, during the sixty (B60) day period following the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date expiration of the Notice of Issuance; providedperiod provided above, that offer the offer unsubscribed portion of such Series A Parity New Securities that are not purchased by Lenders to any Person or Persons upon terms no more favorable to the offeree than those specified in the notice given by Borrower to Lenders pursuant to this Section 8.1. If Borrower does not enter into an agreement for the sale of such New Securities within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder will be deemed to be revived and such New Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered unless first re-offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities Lenders in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to accordance with this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity8.1.

Preemptive Rights. Prior 5.2.1 Subject to the provisions of Section 5.2.2 below, if the Joint Venture proposes to issue and sell any of its Interests, the Joint Venture will offer to sell to each Party a portion of the number or amount of such Interests proposed to be sold in any such transaction or series of related transactions equal to the product of the percentage each such Party holds of all Interests then held by all Parties by the Interests proposed to be issued and sold by the Joint Venture in any such transaction or series of related transactions, all for the same price and upon the same economic terms and otherwise on substantially the same terms and conditions (taking into account and in a manner consistent with the relative size of the investment by each of the other Parties) as the Interests that are being offered in such transaction or series of transactions. 5.2.2 Notwithstanding the foregoing, the provisions of this Section 5.2 shall not be applicable to the issuance of Series A Parity Securities permitted under securities (i) upon the conversion of Interests of one class into Interests of another class, (ii) upon the conversion of any duly authorized convertible debt or debentures into Interests, (iii) as an Interest split or other subdivision or combination of the outstanding Interests, (iv) in any transaction in respect of Interests that are offered to all Parties on a pro rata basis, (v) to employees, officers, directors or consultants of the Joint Venture, or (vi) in connection with any arm’s length debt financing. 5.2.3 The Joint Venture will cause to be given to the Parties a written notice setting forth in reasonable detail the terms and conditions upon which they may purchase such securities (the “Preemptive Notice”). After receiving a Preemptive Notice, if any of the Parties wish to exercise the preemptive rights granted by this Section 5.11(b)(iii), the Partnership shall, by written 5.2 such Party must give notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”)Joint Venture in writing, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of business days after the date that such Preemptive Notice of Issuanceis given, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights that it irrevocably agrees to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Interests offered pursuant to this Section 5.11(b)(viii) in connection with any securities issued 5.2 on the date of sale to the owners of another entity Parties (or to any Affiliate thereof) (the “Preemptive Reply”). If any Party fails to make a Preemptive Reply in connection accordance with this Section 5.2, Interests offered to such Party in accordance with this Section 5.2 may thereafter, for a period not exceeding one hundred and eighty (180) days following the acquisition expiration of such entity ten (10) business day period, be issued, sold or subjected to rights or options to any purchaser at a price not less than the price at which they were offered to such Party and on other terms and conditions no more favorable in the aggregate to the purchasers thereof than those offered to such Party. Any such Interests not so issued, sold or subjected to rights or options to any purchaser during such 180-day period will thereafter again be subject to the preemptive rights provided for in this Section 5.2. Notwithstanding anything to the contrary in this Section 5.2, in the event the Joint Venture requires the proceeds of all or a portion of any offer of Interests sooner than the process set forth in this Section 5.2 would allow, then one or more of the Parties and their Affiliates shall have the right to purchase the entire amount of such Interests (such Party, the “Purchasing Holder”); provided, however, that immediately and promptly after such purchase, but in no event more than seven (7) business days after such purchase, the Purchasing Holder shall either offer an equivalent portion of such Interests that otherwise would have been available to the non-participating Parties pursuant to the terms of this Section 5.2, or shall cause the Joint Venture promptly to offer additional Interests (in the equivalent amounts otherwise provided herein) to the Parties so each Party that provides written notice to the Joint Venture or the Purchasing Holder, as the case may be, shall have the right to purchase Interests from either the Purchasing Holder or the Joint Venture, as the case may be, that such Party would have been entitled to purchase under this Section 5.2. Any such written notice to either the Purchasing Holder or the Joint Venture, as the case may be, must be delivered by the Partnership by merger, consolidation, sale or exchange Party with ten (10) business days of securities, the purchase of substantially all of securities by the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityPurchasing Holder.

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

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

Preemptive Rights. Prior (a) Each Purchaser shall have a right of first refusal to purchase up to such Purchaser’s pro rata share of any offering by the Company of Ordinary Shares or any other class or series of its capital stock, or any other securities convertible into or exchangeable for Ordinary Shares or any other class or series of capital stock (including convertible stock, redeemable stock and debt with warrants, but excluding any Exempt Securities and any issuances pursuant to the Company’s equity credit agreement with Brittany Capital Management Ltd. dated as of June 1, 2007 provided such issuance shall have been approved by a vote of Series A Parity Securities permitted under Section 5.11(b)(iiiat least a majority of all the members of the Board of Directors plus one additional Director (the “Supermajority Directors”)), in each case on the Partnership shall, same terms as the other investors participating in such offering. Each Purchaser’s pro rata share shall be equal to the percentage of the Company’s outstanding Ordinary Shares that are owned by such Purchaser at the time of each such offering. (b) The Company shall provide written notice to each Purchaser that the Series A Preemptive Rights Holders Company is considering any proposed future financing subject to this Section 4.3, providing a general outline of the proposed structure and anticipated terms thereof, not less than 15 days prior to completion thereof (the “Notice of IssuanceCompletion Date”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer . The Company shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to also provide written notice to each such Purchaser describing in reasonable detail the terms of its intent to exercise its right to purchase Series A Parity Securities any such proposed future financing (the “Detailed Notice”) within a reasonable period of time (but not less than ten (10) Business Days days prior to the Completion Date). Unless a Purchaser provides the Company notice in writing within five (5) days of its receipt of the Detailed Notice of Issuancethat it wishes to participate in such financing, such Series A Preemptive Rights Holder Purchaser’s right with respect to such proposed future financing shall be deemed to have waived any waived. (c) The rights and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders obligations established pursuant to this Section 5.11(b)(viii4.3 shall terminate if (i) a Special Rights Termination Event shall have occurred or (ii) the Purchasers cease to own in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50aggregate at least 33% of the voting power or assets number of such entitySecurities purchased by them in the First Closing and Second Closing.

Preemptive Rights. Prior 3.11.1 Subject to Section 3.11.2, if the Company proposes to issue any Membership Interests (“Offered Interest”) to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (the “Purchaser”), the Partnership shallCompany shall offer to sell to each Series D Preferred Member, by written notice to the Series A Preemptive Rights Holders C Preferred Member and Series B Preferred Member (the “Notice of IssuanceInsider Purchasers”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on ) a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion percentage of such Series A Parity Securities Offered Interests (the “Preemptive Interest”) equal to the quotient product of (Ai) a fraction, the numerator of which is equal to the number of outstanding Series A D Preferred Units, Series C Preferred Units and Series B Preferred Units held by such Series A Preemptive Rights Holder on Insider Purchaser, and the date denominator of the Notice of Issuance divided by (B) which is equal to the aggregate number of Series A Preferred outstanding Units held by all Series A Preemptive Rights Holders on Members, multiplied by (ii) the date of Offered Interest. The Company shall give the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Insider Purchasers at least ten (10) Business Days prior written notice of its intent to exercise its right any proposed issuance of any Membership Interests, which notice shall disclose in reasonable detail the proposed terms and conditions (including the pricing terms) of such proposed issuance (the “Issuance Notice”). Each Insider Purchaser may elect to purchase Series A Parity Securities all but not less than all of such Insider Purchaser’s Preemptive Interest at the same price and on the same terms (including, if more than one type of Membership Interest is issued, the same proportionate mix of such Membership Interests) as the Membership Interests which are proposed to be issued by delivery of an irrevocable written notice of such election (the “Election Notice”) to the Company within ten (10) Business Days after delivery of the Issuance Notice (the “Preemptive Period”). In addition, each Insider Purchaser that elects to purchase or acquire all of Issuanceits Preemptive Interest (each, a “Fully Exercising Member”) may, in the Election Notice, elect to purchase or acquire, in addition to its Preemptive Interest, a portion of the Offered Interest, if any, for which other Insider Purchasers were entitled to subscribe that are not subscribed for by such Series A Preemptive Rights Holder Insider Purchasers. The amount of such overallotment that each Fully Exercising Member shall be deemed entitled to have waived any purchase is equal to the proportion that the Series D Preferred Units, Series C Preferred Units and Series B Preferred Units then held by such Fully Exercising Member bears to the Series D Preferred Units, Series C Preferred Units or Series B Preferred Units then held by all rights Fully Exercising Members who wish to purchase such Series A Parity Securities in unsubscribed portion of the Offered Interest. If any Insider Purchaser has elected to purchase its Preemptive Interest, the sale of such transaction. Notwithstanding Preemptive Interest shall be consummated on the foregoing, in no event shall date of the Partnership be obligated to offer to sell Series A Parity Securities sale of the remaining Offered Interest to the Purchaser(s), or within 90 days following such date if all of the Offered Interests are Preemptive Interests. If at the end of the Preemptive Period, no Insider Purchaser has elected to exercise its right under this Section 3.11.1 to purchase its Preemptive Interest, then the Company may issue such Preemptive Interest, together with all of the remaining portion of the Offered Interest that is not otherwise subject to an Election Notice hereunder, to the Purchaser(s) at a price and on terms no more favorable to the Purchaser than those specified in the Issuance Notice during the ninety (90) day period following the Preemptive Period. 3.11.2 The rights contained in this Section 3.11 shall not apply to an Offered Interest if waived in writing by the Majority Preferred Members, and shall not apply to any issuance of (i) Series A Preemptive Rights Holders D Preferred Units to a Person on or following the Effective Date as provided for in the Purchase Agreement as in effect on the date of this Agreement, (ii) Membership Interests in accordance with Section 3.10, (iii) Membership Interests or other securities in accordance with Section 7.11, (iv) Membership Interests issued as a dividend or distribution on a pro rata basis on a class of Units in accordance with the terms of this Agreement, (v) Management Incentive Units issued to Service Providers from the Management Pool; provided that the aggregate number of Management Incentive Units issued and outstanding, including those issued pursuant to this Section 5.11(b)(viii3.11.2, do not exceed the then available Units in the Management Pool, as adjusted for any Management Incentive Units that are forfeited or repurchased pursuant to Sections 3.9.5 and 3.9.6, respectively, (vi) in connection with any securities Membership Interests issued to banks, equipment lessors or other financial institutions pursuant to a debt financing or equipment leasing transaction approved by the owners Board (provided such recipient is not a Member or an Affiliate of a Member), (vii) Membership Interests issued other than for cash pursuant to a bona fide acquisition of another entity in connection with the acquisition of such entity by the Partnership Company by merger, consolidation, sale merger or exchange of securitiesconsolidation with, purchase of substantially all of the assetsassets of, or other reorganization whereby the Partnership acquires purchase of more than fifty percent (50% %) of the voting power outstanding equity securities of, the other entity, or assets issued pursuant to a bona fide joint venture agreement, provided that such issuances are approved by the Board and such recipient is not a Member or an Affiliate of a Member, or (viii) Membership Interests issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board; provided that such entityissuances are not primarily for equity financing purposes and such recipient is not a Member or an Affiliate of a Member. 3.11.3 In addition, the provisions of this Section 3.11 (i) shall not apply to an initial public offering of interests in the Company or any IPO Corporation or to any restructuring transaction in anticipation of any such initial public offering and (ii) shall expire upon the consummation of an initial public offering of interests in the Company or any IPO Corporation.

Preemptive Rights. Prior In the event that the Board determines that the Company needs additional capital and proposes to any issuance sell and issue Additional Units, the provisions of Series A Parity Securities permitted under this Section 5.11(b)(iii7.9 shall apply. 7.9.1 The Board shall provide the Members with written notice of its proposal to issue Additional Units (the “Preemptive Rights Notice”), no less than 20 Business Days prior to the Partnership shallproposed date on which the Company shall issue any such Additional Units. The Preemptive Rights Notice shall include (a) the proposed number of the Additional Units and a description of the rights and preferences of such class if such class is other than Units issued as of the Effective Date; (b) the prospective sale price per Additional Unit; and (c) any other proposed terms and conditions of such issuance. 7.9.2 Each Member shall have the right, within 15 Business Days after receipt of such Preemptive Rights Notice (“Preemptive Rights Election Period”), to notify the Board, in writing, of such Member’s election to purchase a pro rata number of such Units, based upon the Ownership Percentage of such Member, on the same price and terms as the Company is offering to other Persons. Electing Members shall purchase such Additional Units within such Preemptive Rights Election Period. A Member may, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”)Company, if any, offer to sell such Series A Parity Securities waive its preemptive right to the Series A Preemptive Rights Holders on terms and subject extent so provided in such notice. 7.9.3 To the extent that any Member declines to conditions determined exercise its rights to purchase Additional Units under this Section 7.9, written notice shall be provided by the General Partner Board to be reasonableall other Members who have elected to purchase Additional Units under this Section 7.9 offering to such electing Members the right to purchase, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled Basis, according to purchase a portion of such Series A Parity Securities equal to this Section 7.9 the quotient of (A) Additional Units not purchased by the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent Members declining to exercise its right their pre-emptive Rights. Each Member who elects to participate in this purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Additional Units pursuant to this Section 5.11(b)(viii) in connection with any securities issued 7.9.3 may exercise the Preemptive Rights by delivery of a written notice to the owners Board within five calendar days (the “Extended Rights Period”) after receipt of another entity the written notice described in connection with the acquisition first sentence of this Section 7.9.3. The purchase of such entity by Additional Units shall be consummated within such Extended Rights Period. 7.9.4 If the Partnership by mergerthen existing Members have not elected to purchase, consolidationand purchased, sale or exchange of securities, purchase of substantially all of the assetsAdditional Units that each is entitled to purchase hereunder within the Preemptive Rights Election Period or the Extended Rights Period, or other reorganization whereby if applicable, the Partnership acquires more than 50% Company may sell and issue, within 90 days after the expiration of such Preemptive Rights Election Period and Extended Rights Period, if applicable, such Additional Units that are not purchased by the existing Members, to any Person on the same price and terms as set forth in the Preemptive Rights Notice, which Person(s) shall become a Member, unless already a Member, upon compliance with the requirements of this Agreement. 7.9.5 If a Member exercises its preemptive right pursuant to this Section 7.9, the amount contributed by such Member in connection therewith, as an Additional Capital Contribution, will be credited to such Member’s Capital Account and Capital Contribution Account. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the voting power or assets Securities Exchange Act of such entity1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Preemptive Rights. Prior to any Except in connection with the issuance of Series Units set forth in a Notice of Drawdown pursuant to Section 6.5, if the General Partner determines in accordance with the GP LLC Agreement to issue new Limited Partnership Interests (including new classes or series of Limited Partnership Interests) or accept additional Capital Commitments from new Limited Partners (by admitting such new Limited Partner as an additional Limited Partner) or existing Limited Partners in accordance with ARTICLE V or ARTICLE VI, as applicable (each, a “Proposed Issuance”), subject to the terms of this Agreement, including this Section 6.10, Section 13.5, and the GP LLC Agreement, the General Partner shall have the power to make amendments to this Agreement, in order to reflect the creation, authorization and issuance of any new Limited Partnership Interests or increased or additional Maximum Capital Commitments and to provide for such powers, designations, preferences, rights, privileges and restrictions as the General Partner deems necessary or appropriate. If the General Partner approves a Proposed Issuance to an existing Limited Partner or a new Limited Partner in accordance with the GP LLC Agreement, in addition to the other conditions set forth in this Agreement, including ARTICLE XI with respect to issuance of new Limited Partnership Interests and the admission of an additional Limited Partner as a Limited Partner, if applicable, the Partnership shall comply with the following provisions, unless otherwise determined by the General Partner: (a) The Partnership shall provide a written notice (a “Preemptive Notice”) of any such Proposed Issuance to each existing Limited Partner, which shall set forth (i) the amount of new Limited Partnership Interests proposed to be offered and issued or Maximum Capital Commitments proposed to be accepted, (ii) the material terms and conditions of the Proposed Issuance, and (iii) the proposed closing date of the Proposed Issuance, which shall be no earlier than fifteen (15) days nor more than one-hundred and twenty (120) days from the date of such Preemptive Notice (and otherwise in compliance with the terms of this Agreement, including ARTICLE XI). A Parity Securities permitted under Section 5.11(b)(iiiPreemptive Notice shall represent an offer to each existing Limited Partner to participate in such Proposed Issuance pro rata (based on each such existing Limited Partner’s Ownership Percentage at the time of such Proposed Issuance) on the terms set forth in the Preemptive Notice. Each Limited Partner shall have the right to participate in the Proposed Issuance by providing written notice thereof (a “Subscription Notice”) to the Partnership no later than ten (10) days following the date of the Preemptive Notice (such period, the “Election Period”). Each Subscription Notice shall be irrevocable and shall set forth the amount of new Limited Partnership Interests such Limited Partner desires to purchase or add to its Maximum Capital Commitment such Limited Partner desires to make in connection with such Preemptive Notice. If any such Limited Partner fails to accept such offer within the Election Period, such Limited Partner shall not have any right to acquire any such new Limited Partnership Interests or make any such new Capital Commitment with respect to such Proposed Issuance. If no Limited Partner delivers a Subscription Notice with the Election Period, the Partnership may offer such Limited Partnership Interests to a third party in accordance with ARTICLE XI. (b) If less than the full amount of the new Limited Partnership Interests set forth in the Preemptive Notice have been subscribed for by one or more Limited Partners (the “Unsubscribed Amount”), the Partnership shallshall notify in writing the Limited Partners who had previously delivered a Preemptive Notice (a “Preemptive Purchasing Limited Partner”) of the (c) At the closing of the Proposed Issuance, by written notice each Limited Partner who delivered a Subscription Notice to the Series A Preemptive Rights Holders Partnership shall (i) purchase, for cash, the “amount, of new Limited Partnership Interests or make such additional Maximum Capital Commitment, as applicable, indicated in the Subscription Notice and any applicable Unsubscribed Subscription Notice of such Limited Partner; (ii) enter into a Subscription Agreement in substantially the form executed by the other Persons participating in such Proposed Issuance”); and (iii) take all other actions, if anyand execute all such other instruments, offer as shall be required under this Agreement, including as may be required under Section 8.2. (d) The Partnership may elect not to sell such Series A Parity Securities proceed with any Proposed Issuance, in which event, subject to the Series A Preemptive Rights Holders on terms and subject to conditions determined by of ARTICLE XI, no Limited Partner shall have the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled right to purchase a portion of such Series A Parity Securities equal to any new Limited Partnership Interests. In the quotient of event that (Ai) the number Partnership does not proceed with the Proposed Issuance and later determines to issue or sell new Limited Partnership Interests or accept additional Maximum Capital Commitments, or (ii) the Proposed Issuance does not close within one-hundred and twenty (120) days of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice Preemptive Notice, such new Limited Partnership Interests or right to make additional Maximum Capital Commitments must be re-offered to the Limited Partners pursuant to the terms of Issuance divided by this Agreement, including this Section 6.10 and ARTICLE XI. (Be) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; providedIf in any instance a Limited Partner elects not to exercise such Limited Partner’s rights under this Section 6.10, that the offer such election shall not constitute a waiver of such Series A Parity Securities shall not be on a basis less favorable to Limited Partner’s rights in the Series A Preemptive Rights Holders than is offered to case of any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity subsequent transaction by the Partnership by merger, consolidation, sale or exchange giving rise to the issuance of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.a Preemptive Notice hereunder. ARTICLE VII Distributions 7.1

Preemptive Rights. Prior to (a) Except in the case of Excluded Units, the Partnership shall not issue any issuance of Equity Securities (other than Common Series C Units and Common Series D Units) after the Original Effective Date (the “New Units”) unless the Partnership shall have permitted the Common Series A Parity Securities permitted under Section 5.11(b)(iiiLimited Partners, Common Series B Limited Partners and the Common Series D Limited Partners to acquire such New Units (the “Preemptive Offer”) by delivery to the Common Series A Limited Partners, Common Series B Limited Partners and Common Series D Limited Partners of written notice of such offer that describes in reasonable detail that the Partnership proposes to issue such New Units (“Offered Units”), the number or amount of the Offered Units proposed to be sold, the proposed purchase price therefore and any other terms and conditions of such offer. The Preemptive Offer shall by its terms remain open and irrevocable for a period of fifteen (15) days from the date it is received from the Partnership shall(the “Preemptive Offer Period”). (b) Each Common Series A Limited Partner, Common Series B Limited Partner and Common Series D Limited Partner shall have the option, exercisable at any time during the Preemptive Offer Period by delivering written notice to the Partnership, to subscribe for up to its Pro Rata Percentage of the Offered Units. (c) The Partnership shall notify each participating Limited Partner within five (5) days following the expiration of the Preemptive Offer Period of the number or amount of Offered Units which such participating Limited Partner has subscribed to acquire in connection with such Preemptive Offer. (d) If less than all of the Offered Units are subscribed for by the participating Common Series A Preemptive Rights Holders Limited Partners and Common Series B Limited Partners in accordance with this Section 9.7, the Partnership shall offer the remainder of the Offered Units (the “Notice Refused Units”) to the Limited Partners who have elected to participate in such Preemptive Offer by purchasing their full portion of Issuancethe Offered Units (the “Participating Partners”), if any, . Any such offer to sell the Participating Partners shall by its terms remain open and irrevocable for a period of fifteen (15) days from the date it is received from the Partnership. Each Participating Partner shall be permitted to commit to acquiring all of the Refused Units being reoffered pursuant to this Section 9.7(d) (and any over commitment shall be cut back pro rata on the basis of each such Series A Parity Securities Participating Partner’s relative pro rata portion of the Refused Units, as calculated in accordance with Section 9.7(b)). In the event the Participating Partners do not repurchase all of the remaining Refused Units, then the Partnership may offer the remaining Refused Units to any other Persons upon the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonableincluding price, which offer shall be made on a Pro Rata basis are no more favorable, in the aggregate, to such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis other Persons or less favorable to the Partnership than those set forth in the Preemptive Offer, so long as such the closing of such sales of the Refused Units occur within 180 days from the expiration of the Preemptive Offer Period. (e) Upon the closing of the sale to such other Persons of any remaining Refused Units as set forth in Section 9.7(d), the participating Common Series A Limited Partners, Common Series B Limited Partners and Common Series D Limited Partners shall acquire from the Partnership, and the Partnership shall sell to the participating Common Series A Limited Partners, Common Series B Limited Partners and Common Series D Limited Partners, the Offered Units subscribed for by the participating Common Series A Limited Partners, Common Series B Limited Partners and Common Series D Limited Partners in accordance with this Section 9.7, at the same terms specified in the Preemptive Rights Offer. (f) No CVC Holder, member of the CVC Group, LGP Holder or member of the LGP Group shall acquire from the Partnership or any other Person any debt or debt securities of the Partnership or any of its Subsidiaries, any rights, options or warrants to purchase any such debt or debt securities, or any securities of any type whatsoever which are, or may become, convertible or exchangeable into such debt or debt securities, unless such CVC Holder, member of the CVC Group, LGP Holder or member of the LGP Group offers the Xxxxxx Holders, the Centerview Holders than is offered and the Juggernaut Holders the right to participate in such acquisition in a manner consistent with the “preemptive rights” with respect to Equity Securities as set forth in this Section 9.7, which provisions shall be applicable mutatis mutandis. For purposes of this Section 9.7(f), CVC Credit Partners Group Holding Foundation and its subsidiaries from time to time, and any funds managed and/or advised by the foregoing entities, shall in each case not constitute a member of the CVC Group. (g) Each Partner agrees that, with respect to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if debt or debt securities of the Partnership or any Series A Preemptive Rights Holder fails to provide written notice of its intent Subsidiaries acquired by it or its Affiliates, it will (and will cause its Affiliates to), to exercise the extent not prohibited by the applicable credit agreement, indenture or other loan document pursuant to which such debt or debt securities were issued, vote its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities interest in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) debt or debt securities for all purposes (including in connection with any restructuring or insolvency proceeding) in the same manner and proportion as all other holders of such debt or debt securities issued to the owners of another entity in connection that are unaffiliated with the acquisition of Partnership or such entity Partner. CVC Credit Partners Group Holding Foundation and its subsidiaries from time to time, and any funds managed and/or advised by the Partnership by mergerforegoing entities, consolidation, sale shall not be deemed to be members of or exchange an “Affiliate” of securities, purchase of substantially all any member of the assetsCVC Group and Xxxx Capital Public Equity and Xxxx Capital Credit, LP shall not be deemed to be a member of or other reorganization whereby the Partnership acquires more than 50% an “Affiliate” of any member of the voting power or assets of such entityXxxxxx Group and its Affiliates.

Preemptive Rights. Prior (a) In the event that the Company proposes to issue or sell any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iiiVoting Stock or any securities convertible, exchangeable or exercisable for shares of Voting Stock (the "Additional Securities"), the Partnership Company shall, no later than 15 days prior to the consummation of such transaction (a "Preemptive Rights Transaction"), give notice in writing (the "Preemptive Right Notice") to the Purchaser of such Preemptive 9 Rights Transaction. The Preemptive Rights Notice shall describe the proposed Preemptive Rights Transaction and contain an offer (the "Preemptive Rights Offer") to sell to the Purchaser, at the same price and for the same consideration to be paid by the proposed purchaser in an arms-length transaction, all of the Purchaser's pro rata portion of the Additional Securities. The Purchaser's pro rata portion shall be such number of securities as may be necessary so that the Purchaser's fully diluted Voting Stock ownership percentage (represented by the number of shares of Voting Stock owned by it or its Affiliates or issuable upon the exercise of the Warrant) is not reduced as a result of such Preemptive Rights Transaction. If the Purchaser fails to accept such offer by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days days after its receipt of the Notice of IssuancePreemptive Right Notice, such Series A the Purchaser's rights hereunder with respect to the proposed Preemptive Rights Holder Transaction shall be deemed waived, and the Company may proceed with the proposed issue or sale of the Additional Securities, free of any right on the part of the Purchaser under this Section 3.3 in respect thereof. (b) This Section 3.3 shall not apply to have waived (i) issuances or sales of options or warrants following the date hereof pursuant to, or issuances or sales of Common Stock upon exercise of any and all rights employee stock option that is granted following the date hereof under, any plan for officers, employees or directors of the Company approved by the Board of Directors in an amount not to purchase such Series A Parity Securities exceed 10% of the fully diluted shares of Common Stock on the date hereof, (ii) issuances or sales of Common Stock pursuant to a merger of the Company or a Subsidiary of the Company into or with another entity or an acquisition by the Company of a Subsidiary of the Company or another business or corporation, (iii) issuances of Common Stock in such transaction. Notwithstanding a public offering, (iv) except as provided in clause (v) hereof, issuances or sales of Common Stock upon the foregoingexercise, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A exchange or conversion of any other rights, options, warrants or convertible securities (it being understood that a Preemptive Rights Holders pursuant Offer shall be made at the time of the issuance by the Company of such rights, options, warrants or convertible securities), (v) the issuance or sale of Common Stock to this Section 5.11(b)(viiiNiagara Mohawk Energy ("NME") or its successors and assigns in connection with any securities issued NME's (or such successors' and assigns') sale to the owners Company of another entity a 25% membership interest in connection with Telergy Central LLC (the acquisition "NME Sale") if an adjustment in the Exercise Price and number of such entity by the Partnership by merger, consolidation, sale or exchange shares of securities, purchase Common Stock issuable upon exercise of substantially all a Warrant has been made under Section 8(b)(ii) of the assets, Warrant Certificate or other reorganization whereby (vi) the Partnership acquires more than 50% issuance or sale of Common Stock to Teleglobe Inc. or its successors and assigns if an adjustment in the Exercise Price and number of shares of Common Stock issuable upon exercise of a Warrant has been made under Section 8(b)(iii) of the voting power or assets of such entityWarrant Certificate.

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

Preemptive Rights. Prior (a) If, following the expiration of the Test Period, the Company authorizes the issuance or sale of any equity in the Company to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (including any Member) (the "Offeree"), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall first offer to sell to each Member a pro-rata portion (based on the Membership Interest held by such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis Member at such that each Series A Preemptive Rights Holder time) of such equity. The Members shall be entitled to purchase such equity at the same price as such equity is to be offered to the Offeree. The Members will take all necessary or desirable actions in connection with the consummation of the purchase transactions contemplated by this Section 6.2(a) as requested by the Company, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Company, and so long as such agreements, documents and instruments do not require such Members to make more burdensome representations, warranties, covenants or indemnities than those required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Member elects not to purchase any such equity, or not to purchase all of such Member’s pro-rata portion, each other Member who has elected to purchase all of such Member’s pro-rata portion (a "Fully Participating Member") shall be entitled to purchase an additional portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders equity. If more than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights one Fully Participating Member desires to purchase such Series A Parity Securities equity in excess of the portion allocated to such transactionMember pursuant to the first sentence of this Section 6.2(a), then each such Fully Participating Member shall be entitled to purchase up to all of such available equity. If there is an oversubscription in respect of such remaining equity, the oversubscribed amount shall be fully allocated among the Fully Participating Members pro rata based on such Fully Participating Members’ percentage Membership Interest. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities foregoing or anything contained to the Series A Preemptive Rights Holders contrary herein, no Member shall be entitled to purchase equity pursuant to this Section 5.11(b)(viii6.2(a) in connection the event such Member is in breach of, or has not complied with any securities issued all of such Member’s obligations under this Agreement or other agreements to which such Member and the Company are a party. 22 (b) In order to exercise its purchase rights hereunder, a Member must, within forty-five (45) days after receipt of written notice from the Company describing the equity being offered, the purchase price thereof, the payment terms and such Member’s percentage allotment, deliver a written notice to the owners Company describing its election hereunder (which election shall be absolute and unconditional). The forty-five (45) day time frame described herein shall apply both in the case of an initial written notice from the Company to the Members with respect to an offering of equity and in the case of any subsequent written notice from the Company to the Fully Participating Members with respect to an additional portion of such equity available for purchase as a result of another entity Member electing not to purchase all of its pro-rata portion. (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such equity to the Offeree which the Members have not elected to purchase during the 180 days following such expiration at no less than the purchase price stated in connection the notice provided under Section 6.2(b) hereunder. Any equity proposed to be offered or sold by the Company to the Offeree after such 180-day period, or at a price not complying with the acquisition immediate preceding sentence, must be reoffered to the Members pursuant to the terms of such entity by this Section 6.2 prior to any sale to the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOfferee.