Common use of Preemptive Rights Clause in Contracts

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

Preemptive Rights. Except to (a) In the extent limited event that the Majority Stockholder or excluded by the shareholders its Affiliate shall purchase any Shares or securities convertible into or exchangeable for Shares of the Company at any general meeting of Company, following the Company (in which case the Investors will not have Preemptive Rights)date hereof, the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor Management Stockholder shall have the right to elect purchase a Pro Rata Amount of such Shares or other securities or equity, as the case may be, as are being purchased, such subscription being conditioned upon the actual purchase of such Shares or other securities or equity, as the case may be; provided, however, that such preemptive right shall not be exercisable if such Shares or other securities or equity, as the case may be, that are to be issued by the Company or any subsidiary are issued (A) by reason of a dividend, split, split-up or other distribution on Shares or equity of such subsidiary or (B) pursuant to the Merger Agreement. No Management Stockholder’s rights to purchase Shares or subscribe for other securities or equity pursuant to this Section shall be increased as a result of any other Management Stockholder’s failure to exercise its rights hereunder. (b) Written notice specifying the contemplated date the new Shares or other securities or equity are to be purchased, the amount of new Shares or securities or equity to be purchased and the material terms thereof shall be delivered by the Company to the Management Stockholder no later than ten Business Days prior to such contemplated purchase date of the Shares or securities or equity, and such Management Stockholder shall have until five Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Section, including the maximum number of Shares or securities or equity (up to its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the noticeAmount) for which it wishes to exercise its preemptive rights. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) If no written reply is received by the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response prior to the Company’s fifth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of such Management Stockholder to have been waived for that, but only for that, transaction. (c) Notwithstanding Section 7 below, the rights provided in this Section 6 shall expire on the terms and conditions set forth in the notice, simultaneously with any sale or issuance date of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticean Initial Public Offering.

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

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

Preemptive Rights. Except (i) In the event that the Company shall propose after the date hereof to issue and sell any Units or any rights to subscribe for or purchase pursuant to any option or otherwise any Units (collectively “New Units”) or enter into any contracts relating to the extent limited issuance or excluded by the shareholders of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion sale of any New Securities the Company proposes to sell or issue for cash from time to time in excess Units, each of the Class A Members and Class B Members (“Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10Members”) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect purchase, at the price and on the terms that the Company proposes to purchase or subscribe for its Pro Rata Portion issue and sell the New Units, a number of the number of additional New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make Units based on each such purchase to any of its Permitted TransfereesPreemptive Member’s Ownership Percentage Interest (“Proportionate Percentage”). The Company shall offer to sell to each Preemptive Member its Proportionate Percentage of such New Units (“Offered New Units”) at the price and on the terms described above, which shall be free specified by the Company in a written notice delivered to complete each Preemptive Member (“Preemptive Offer”). The Preemptive Offer shall by its terms remain open for a period of at least fifteen (15) calendar days from the proposed issuance date of delivery thereof and shall specify the date (“Preemptive Offer Closing Date”) on which the Offered New Units will be sold to accepting Preemptive Members (which shall be at least thirty (30) calendar days but not more than ninety (90) calendar days from the date written notice of the Preemptive Offer is delivered). In the event that the Offered New Units consist of more than one Class of Units being offered, each Preemptive Member exercising such Preemptive Member’s preemptive rights hereunder shall be required to purchase an equal percentage of each such Class of such Offered New Units. (ii) Each Preemptive Member shall have the right, during the period prior to the Preemptive Offer Closing Date to purchase any or sale all of its Proportionate Percentage of the Offered New Units at the purchase price and on the terms stated in the Preemptive Offer. Notice by any Preemptive Member of its acceptance, in whole or in part, of a Preemptive Offer shall be in writing (a “Preemptive Notice of Acceptance”) signed by such Preemptive Member and delivered to the Company prior to the Preemptive Offer Closing Date, setting forth the number of Offered New Units such Preemptive Member elects to purchase. (iii) Each Preemptive Member shall have the additional right to offer in its Preemptive Notice of Acceptance to purchase any of the Offered New Units not accepted for purchase by any other Preemptive Members, in which event such Offered New Units not accepted by such other Preemptive Members shall be deemed to have been offered to and accepted by the Preemptive Members exercising such additional right under this paragraph Section 2.01(b)(iii), pro rata in accordance with their respective Proportionate Percentages (determined without regard to those Preemptive Members not electing to purchase their full respective Proportionate Percentages under the foregoing Section 2.01(b)(ii)) on the same terms and conditions as those specified in the Preemptive Offer, but in no event shall any such electing Preemptive Member be allocated a number of New Securities; provided that (i) Units in the Company sells or issues to each Investor (or its Permitted Transferees) any in excess of the maximum number of Offered New Securities it Units such Preemptive Member has elected to purchase pursuant in its Preemptive Notice of Acceptance. (iv) In the case of any Preemptive Offer, if Preemptive Notices of Acceptance given by the Preemptive Members do not cover in the aggregate all of the Offered New Units, the Company may during the ninety (90) calendar day period following the Preemptive Offer Closing Date sell to its response to any other Person or Persons all or any part of the Company’s noticeNew Units not covered by the Preemptive Notices of Acceptance, but only on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms that are no less more favorable to the Company such Person or Persons than those set forth in the notice delivered Preemptive Offer and subject to and conditioned upon such Person(s) compliance with Section 7.02 with respect to admission as a new Member. (v) The preemptive rights established by this Section 2.01(b) shall have no application to the Investorsissuance and sale by the Company of any Units or other equity securities of the Company: (a) in connection with any distribution or recapitalization of the Company; (b) to banks, equipment lessors or other financial institutions pursuant to a debt financing or equipment leasing transaction approved by the Managers (in their sole discretion); (c) to employees, officers, consultants or other Persons performing services for the Company (if issued solely because of any such Person’s status as an employee, officer, consultant or other Person performing services for the Company and not as part of any offering of Units or equity securities) whether or not pursuant to or any equity incentive plan approved by the Managers (in their sole discretion) and (iiid) in connection with a merger, consolidation, acquisition or similar business combination approved by the sale or issuance must close no more Managers (in their sole discretion). (vi) Notwithstanding anything to the contrary in this Agreement, the Company shall neither issue nor sell any Class B Units other than ninety (90) days after the proposed Class B Units issued to the Class B Member on the date included in the noticeof this Agreement.

Preemptive Rights. Except (a) If the Company proposes to issue, grant or sell common stock, preferred stock, other equity securities or Rights, the Company shall first give to each Purchaser and any transferee of Shares from the Purchaser (each a "Securityholder") written notice setting forth in reasonable detail the price and other terms on which such equity securities or Rights are proposed to be issued, granted or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the extent limited or excluded by Company no later than 15 days after the shareholders Company's notice is given, to purchase such Securityholder's Proportionate Share of the number of such equity securities or Rights that are proposed to be issued, granted or sold. Any such purchase by any Securityholder shall be at the price and on the other terms set forth in the Company's notice. Any notice by a Securityholder exercising the right to purchase equity securities or Rights pursuant to this Section 5.1 shall constitute an irrevocable commitment to purchase from the Company at any general meeting the equity securities or Rights specified in such notice, subject to the maximum set forth in this paragraph. If the Securityholders exercise their preemptive rights set forth in this Section 5.1(a) to the full extent of their rights set forth in this Section 5.1(a), then the closing of the purchase of equity securities or Rights by Securityholders shall take place on such date, no less than 10 and no more than 60 days after the expiration of the 15-day period referred to above, as the Company (in which case may select, and the Investors will Company shall notify the Securityholders of such closing at least 7 days prior thereto. If all Persons entitled thereto do not have Preemptive Rightsexercise their preemptive rights to the full extent of such preemptive rights and, as contemplated by Section 5.1(b), the Company hereby grants each Investor shall issue, grant or sell equity securities or Rights to persons other than Securityholders, then the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess closing of the Preemptive purchase of such equity securities or Rights Threshold. shall take place at the same time as the closing of such issuance, grant or sale. (b) The Company shall give written notice of a proposed issuance use its good faith and commercially reasonable efforts to issue, grant or sale described in sell the preceding sentence to remaining subject equity securities or Rights on the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall terms set forth (in its notice to Securityholders, unless the extent known) Company is advised by its financial advisors that the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the remaining number or amount and description is too small to be reasonably sold. From the expiration of the shares proposed 15-day period first referred to be issued or soldin Section 5.1(a) and for a period of 90 days thereafter, the proposed issuance Company may offer, issue, grant and sell to any person or sale date, the proposed purchase entity equity securities or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon Rights having the terms and conditions set forth in the notice. Each Investor may transfer its rights Company's notice relating to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance equity securities or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, Rights at a price and on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company Company, and including no less cash, than those set forth in such notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Company may not issue, grant or sell equity securities or Rights pursuant to this sentence in an amount greater than the amount set forth in such notice delivered minus the amount purchased or committed to be purchased by Securityholders. (c) The provisions of this Section 5.1 shall not apply to the Investors; and following issuances of securities: (i) pursuant to an employee stock option plan, a stock purchase plan, or a similar benefit program or agreement approved by the Board of Directors of the Company, where the primary purpose is not to raise additional equity capital for the Company, (ii) as direct consideration for the acquisition by the Company of another business entity or the merger of any business entity with or into the Company, in each case provided that the transaction is approved by the vote of a majority of the outstanding Shares, (iii) in connection with a stock split or dividend or a recapitalization or reorganization of the sale Company, in each case provided that the transaction is approved by the vote of a majority of the outstanding Shares, (iv) upon the exercise of warrants or issuance must close no more than ninety options, or upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby, or (90v) days after securities issued in an underwritten public offering registered under the proposed date included in Securities Act, provided that such offering is approved by a vote of a majority of the noticeoutstanding Shares.

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

Preemptive Rights. Except (a) Not less than 30 days prior to the extent limited or excluded issuance by the shareholders Company of the Company at (x) debt securities to Xxxxx or any general meeting of the Company his Affiliates or (in which case the Investors will not have Preemptive Rightsy) equity securities or Derivative Securities (other than an Excluded Issuance), the Company hereby grants shall offer to each Investor Management Stockholder the right, subject to applicable Law opportunity to purchase its Pro Rata Portion up to such Management Stockholder’s pro-rata share of any New Securities the securities to be issued at the same price, on the same terms and pursuant to the same conditions as the Company proposes issues such securities, by delivering to sell or issue for cash from time each Management Stockholder a notice identifying the securities to time in excess of be issued and setting forth the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (orprice, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of such issuance (the proposed issuance or sale“Participation Rights Offer”). For purposes of this Section 5.5(a), including the proposed manner of disposition, the number or amount and description a Management Stockholder’s pro-rata share of the shares proposed securities to be issued or sold, shall be determined based on the proposed issuance or sale date, number of shares of Common Stock it holds (determined on a fully diluted basis calculated using the proposed purchase or subscription price per share, and an offer treasury method). (b) A Management Stockholder shall have up to each Investor to purchase or subscribe for its Pro Rata Portion a period of such New Securities. At any time during 20 days after the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have notice (the right “Participation Rights Notice Period”) within which to elect notify the Company in writing that it wishes to accept the Participation Rights Offer. If a Management Stockholder wishes to purchase or subscribe for less than its Pro Rata Portion pro-rata share of the securities to be issued, such notice shall so state and shall expressly state the maximum number of New Securities such securities that such Management Stockholder is willing to purchase. If a Management Stockholder gives such written notice within the Participation Rights Notice Period, it shall be bound to purchase such securities on such terms and subject to such conditions, and it shall do all things necessary to consummate the transaction, including executing and delivering the same documentation that is executed and delivered by the other purchasers of such securities, at the purchase or issuance price and upon same time as the terms and conditions set forth in other purchasers of such securities. If a Management Stockholder does not give notice of acceptance of the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company Participation Rights Offer within the Participation Rights Notice Period, it shall be free deemed to complete have irrevocably rejected the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues Participation Rights Offer with respect to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeissuance.

Preemptive Rights. Except to the extent limited or excluded by the shareholders of the Company at At any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities time that the Company proposes to sell Interests to any Person other than Class A Units issued in accordance with Section 4.1 or issue for cash Section 4.7, each Member other than a Defaulting Member (each, a “Preemptive Rights Member”) shall have the preemptive right to purchase its Class A Sharing Percentage share of the Interests. Any participation pursuant to this Section 4.4 shall be on the same terms and conditions as applied to all offerees in the respective offering. In the event of a proposed transaction or transactions giving rise to preemptive rights of Preemptive Rights Members, the Company shall provide notice (“Preemptive Right Notice”) to the Preemptive Rights Members, which Preemptive Rights Notice shall contain the price at which the Interests will be offered and the other material terms of the offering and such Interests, no later than ten (10) Business Days prior to the expected consummation of such transaction or transactions. Each Preemptive Rights Member shall provide notice of its election to exercise its preemptive rights within five (5) Business Days after delivery of the Preemptive Right Notice from time the Company (each Preemptive Rights Member electing to time exercise its preemptive right in excess such instances is referred to as an “Electing Party”). The failure of a Preemptive Rights Member to respond to the Preemptive Right Notice and affirmatively exercise its preemptive right in accordance with the terms of this Agreement shall be deemed as an election of the Preemptive Rights ThresholdMember not to exercise its preemptive right in connection with the proposed transaction. The Company If a Preemptive Rights Member shall give written notice elect not to exercise its respective preemptive right or fails to timely exercise, the Electing Parties who timely exercise shall have the right to purchase the Interests (a “Subsequent Purchase”) as to which no such right was exercised (based on the ratio that the Class A Sharing Percentage of each Electing Party desiring to purchase the additional Interests bears to the sum of the Class A Sharing Percentages of all Electing Parties desiring to purchase the additional Interests) insofar as more than one such Electing Party desires to so purchase additional Interests. In the event of a proposed issuance or sale situation described in the preceding sentence in which a Preemptive Rights Member does not exercise its preemptive right, the Company shall provide notice (the “Subsequent Notice”) of such fact within three (3) Business Days following expiration of the deadline for submission of notices concerning such elections from the parties possessing preemptive rights. Each Electing Party that desires to purchase the additional Interests shall respond to the Shareholder and each Investor at least ten Subsequent Notice by sending a response notice with respect thereto within three (103) days prior to the date Business Days after delivery of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess Subsequent Notice. The failure of the Preemptive Rights Threshold. Such notice shall set forth (an Electing Party to the extent known) the material terms respond to a Subsequent Notice and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for affirmatively exercise its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, preemptive right in accordance with the second sentence terms of this Section 3.3, less than ten (10) days prior Agreement shall be deemed an election not to exercise its preemptive right in connection with the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of Subsequent Purchase. If the number of New Securities Interests proposed to be offered as described in the Preemptive Rights Notice exceeds the sum of the Interests for which the Preemptive Rights Members timely elected to exercise their preemptive rights (including with respect to any Subsequent Notice), the Company may offer and issue such excess Interests or any portion thereof (at the purchase or issuance a price and upon the on other terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase not more favorable to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance offeree or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance purchaser of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company Interests than those set forth in the notice delivered Preemptive Rights Notice) to the Investors; and any purchaser of such Interests within one-hundred-twenty (iii) the sale or issuance must close no more than ninety (90120) days after the proposed date included the Preemptive Rights Notice (or, if applicable, the Subsequent Notice) was delivered. If such issuance is not made within such one-hundred twenty (120) day period, the Company shall not thereafter issue or sell any of such Interests without first re-offering such securities in the noticemanner provided above; provided, that if such issuance or sale is subject to regulatory approval, such one-hundred-twenty (120) day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been received, but in no event later than one-hundred-eighty (180) days from the date the Preemptive Rights Notice (or, if applicable, the Subsequent Notice) was delivered.

Preemptive Rights. Except (a) Subject to the extent limited or excluded by the shareholders of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights)Section 2.5(e) hereto, the Company hereby grants shall give each Investor Shareholder that, together with its Affiliates, holds one-half of one percent (0.5%) or more of the right, subject to applicable Law to purchase its Pro Rata Portion issued and outstanding Common Stock notice (an “Issue Notice”) of any New Securities proposed issue by the Company proposes or any of its Subsidiaries (other than issues by a Subsidiary to sell another Subsidiary or issue its parent company) of any equity securities or any securities convertible or exchangeable for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor equity securities at least ten (10) days Business Days prior to the proposed issue date. The Issue Notice shall specify the price at which such securities are to be issued and the other material terms of the issue. Subject to Section 2.5(d) hereto, each Shareholder (other than any Shareholder that, together with its Affiliates, holds five percent (5%) or more of the issued and outstanding Common Stock, with respect to issuances pursuant to Section 2.5(e) below) shall be entitled to purchase such Shareholder’s pro rata share of such securities proposed to be issued based on the relative number of Shares owned by such Shareholder, at the price and on the other terms specified in the Issue Notice. (b) A Shareholder may exercise its rights under this Section 2.5 by delivering notice of its election to purchase such securities to the Company within five (5) Business Days of receipt of the Issue Notice. A delivery of such notice (which notice shall specify the number (or amount) of such securities to be purchased by the Shareholder submitting such notice) by such Shareholder shall constitute a binding agreement of such Shareholder to purchase, at the price and on the terms specified in the Issue Notice, the number of shares (or amount) of such securities specified in such Shareholder’s notice. If, at the termination of such five (5) Business Day period, any Shareholder shall not have exercised its rights to purchase any of such Shareholder’s pro rata share of such securities, such Shareholder shall be deemed to have waived all of its rights under this Section 2.5 with respect to the purchase of such securities. (c) The Company shall have 120 calendar days from the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (Issue Notice to the extent known) the material terms and conditions of consummate the proposed issuance issue of any or sale, including all of such securities that the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor Shareholders have elected not to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no are not materially less favorable to the Company than those set forth specified in the notice delivered Issue Notice; provided that, if such issue is subject to regulatory approval, such 120 calendar day period shall be extended until the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.expiration of five

Preemptive Rights. Except (a) The Corporation shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Securities unless it shall have first offered (the "Preemptive Offer") to sell such Securities to the extent Stockholders on the terms set forth herein; provided, however, the Preemptive Offer shall not apply to Excluded Securities, -------- ------- other than to Exempted Securities (exclusive of those Exempted Securities that are to be offered in any transaction or series of related transactions to a limited number, not to exceed four (4), of institutional, venture capital or excluded by the shareholders of the Company at any general meeting of the Company strategic investors ("Strategic/Venture Capital Securities") in which case the Investors will Preemptive Offer shall not apply thereto). Each Stockholder shall have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law a preemptive right to purchase up to such Stockholder's Common Equity Percentage of such Securities. Each Stockholder may assign all or any part of its Pro Rata Portion of any New Securities the Company proposes rights and responsibilities with respect to sell such Offer (as defined below) to an Affiliate (or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Thresholdpermitted transferee). Such notice Affiliate or Affiliates (or a permitted transferee) which are such assignees shall set forth thereafter be deemed to be such assigning Stockholder (to the extent knownof such assignment) for purposes of applying this Section 4 to such Preemptive Offer. Each such Affiliate shall agree in writing, as a condition to such assignment, to execute a Counterpart in the material event of a purchase of Securities pursuant to such assignment. (b) The Corporation shall deliver to each Stockholder written notice of the Preemptive Offer, specifying the price and terms and conditions of the proposed issuance or saleoffer, including the proposed manner of dispositionincluding, without limitation, the number or minimum and maximum limits on the amount and description of the shares Securities proposed to be issued sold by the Corporation pursuant to the offer (the "Offer"), and the Common Equity Percentage applicable to the Stockholder receiving such notice. The Preemptive Offer by its terms shall remain open and irrevocable for a period of twenty (20) days from the date such notice is given (the "20-Day Period"). (c) If a Stockholder desires to purchase Securities pursuant to the Preemptive Offer, such Stockholder shall evidence his or soldits intention to accept the Preemptive Offer by delivering a written notice to the Corporation signed by the Stockholder, setting forth the percentage of the Securities (not exceeding such Stockholder's Common Equity Percentage of such Securities) that the Stockholder agrees to purchase pursuant to the terms and conditions set forth herein (the "Notice of Acceptance"). Provided the minimum number of Securities set forth in the Preemptive Offer has been sold after conclusion of all procedures set forth in this Section 4, then, upon closing of the Preemptive Offer, each Stockholder shall be obligated to buy the percentage set forth in such Stockholder's Notice of Acceptance times the number of Securities being sold at such closing. The Corporation shall not be permitted to sell at such closing (or any subsequent closing with respect to which the procedures set forth in this Section 4 have not again been followed, except as provided in this Section 4) more than the maximum number of Securities set forth in the Preemptive Offer. The Notice of Acceptance must be given, if at all, prior to the end of the 20-Day Period. (d) Within five (5) days following the end of the 20-Day Period, the proposed issuance Corporation shall give written notice (the "Notice of Refused Securities") to the Stockholders setting forth the percentage, if any, of Securities for which a Notice of Acceptance could have been but was not received from the Stockholders (the "Refused Securities"). Each Stockholder giving a Notice of Acceptance ("Accepting Stockholders") shall be entitled to purchase by an additional Notice of Acceptance given to the Corporation within five (5) days after the date the Notice of Refused Securities is given (the "5-Day Period"), that proportion of any Refused Securities which the Common Equity Percentage of such Accepting Stockholder (prior to the Offer) bears to the Common Equity Percentage of all Accepting Stockholders (prior to the Offer). The procedure set forth in this section shall be repeated until there are no more Accepting Stockholders or sale dateno more Refused Securities, whichever occurs first. To the extent any Investor does not purchase a portion of the Refused Securities within the 5-Day Period so entitled to be purchased by such Investor (the "Investor Refused Securities"), Xxxxxxx Xxxxx shall be entitled to purchase all, but not less than all of the Investor Refused Securities by giving notice of its agreement to do so within two business days of the end of the 5-Day Period (the "7-Day Period"). (e) If, subject to Section (d) above, the proposed Stockholders give Notices of Acceptance prior to the end of the 20-Day Period or a 7-Day Period, as applicable, indicating their intention to purchase, in the aggregate, at least the minimum amount of Securities set forth in the Preemptive Offer, the Corporation shall schedule a closing of the sale of the Securities to occur on a date not more than sixty (60) days nor less than twenty (20) days after the termination of the 20-Day Period or 7-Day Period, as applicable. Upon the closing of the sale of the Securities, each Accepting Stockholder shall purchase those Securities for which it tendered Notices of Acceptance upon the terms specified in the Offer. (f) Upon completion of the procedures set forth in Sections 4(b) through 4(d) above, regardless of whether the Stockholders tender Notices of Acceptance for at least the minimum amount of Securities set forth in the Offer allocable to their Common Equity Percentages, any remaining Refused Securities may be sold for a period of ninety (90) days after the expiration of the 20-Day Period or subscription price per share7-Day Period, as applicable (the "90-Day Period"), to any other Person or Persons (including without limitation, executive officers of the Corporation) upon terms and an offer to each Investor to purchase or subscribe for its Pro Rata Portion conditions which are in all material respects (including without limitation, price, form of consideration, payment period and interest rates) the same as those set forth in the Preemptive Offer (the "Outside Offer"). The closing of the sale of such New Securities. At any time during the ten Refused Securities (10) day period (or such shorter period which shall only occur if the Company’s notice was sent, minimum amount is sold pursuant to this Section 4 and shall include full payment to the Corporation in cash or notes in accordance with the second sentence terms of such offer) shall take place not more than thirty (30) days after the expiration of such 90- Day Period and not less than twenty (20) days after notice of said closing shall have been given by the Corporation to each Accepting Stockholder. In the event Accepting Stockholders gave Notices of Acceptance for less than the minimum number of Securities set forth in the Preemptive Offer, provided the Refused Securities agreed to be purchased pursuant to the Outside Offer, plus the Securities for which Accepting Stockholders gave Notices of Acceptance exceeds such minimum, then at the same time as the closing of the sale of Refused Securities, each Accepting Stockholder shall purchase those Securities for which it tendered Notices of Acceptance upon the terms specified in the Preemptive Offer. (i) If at least the minimum amount of the Securities set forth in the Preemptive Offer and the Outside Offer are not agreed to be purchased within the 90-Day Period, the Corporation may rescind all Notices of Acceptance tendered by Stockholders by providing written notice of such rescission to each Accepting Stockholder and the Corporation shall not sell any Securities pursuant to the Outside Offer. (ii) Any Securities as to which Notices of Acceptance are rescinded, and any Refused Securities not purchased in the Outside Offer may not be sold or otherwise disposed of until they are again offered to the Stockholders under the procedures specified in subsections (a) through (g) hereof. (h) The transferability of Securities purchased by any Stockholder or other Person pursuant to this Section 3.3, less than ten (10) days prior 4 shall be subject to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights this Agreement and any Person who is not then a Stockholder and who purchases Securities shall execute a Counterpart as a condition precedent to make such purchase to any of its Permitted Transfereespurchase. The Company obligation of any Stockholder to purchase such Securities is further conditioned upon the preparation of a purchase agreement embodying the terms of the Preemptive Offer or Outside Offer which shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response reasonably satisfactory in form and substance to the Company’s noticeCorporation and its counsel, on the terms and conditions set forth in the notice, simultaneously with any sale such Stockholder or issuance of other purchaser and such New Securities to any Stockholder's or other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticepurchaser's counsel.

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

Preemptive Rights. Except (a) Subject to Sections 5.03(c) and 9.03, in the extent limited or excluded by the shareholders of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities event that the Company proposes to sell Transfer (or issue pursuant to a Transfer constituted by an offer) any shares of, or securities convertible into or exercisable or exchangeable for cash from time any shares of, Company Capital Stock (“Additional Stock”) pursuant to time in excess of an Eligible Offering, the Preemptive Rights Threshold. The Company shall give deliver a written notice of (a proposed issuance or sale described in the preceding sentence “Preemptive Notice”) thereof to the Shareholder and each Investor Stockholder at least ten (10) twenty days prior to the date consummation of such Eligible Offering. The Preemptive Notice shall: (i) state the proposed issuance or sale Company’s bona fide intention to offer such Additional Stock; (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possibleii) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, state the number or amount and description class of the shares proposed of such Additional Stock to be issued or sold, offered; (iii) state the proposed issuance or sale date, the proposed purchase or subscription price per share, and terms upon which it proposes to offer such Additional Stock; and (iv) contain an offer to sell to each Investor Stockholder at the same price and for the same consideration to purchase or subscribe be paid by purchasers in the Eligible Offering, an amount sufficient for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior Stockholder to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for maintain its Pro Rata Portion of the number Company Capital Stock prior to the issuance of New Company Capital Stock pursuant to the Eligible Offering. (b) For a period of 15 days following the delivery of such Preemptive Notice, each Stockholder (including Société Générale as fiduciary for each Manager severally) shall be entitled, by written notice to the Company, to elect to purchase all or part of the Additional Securities at described therein. To the extent that an election pursuant to this Section 5.03 is not made by a Stockholder within such 15 day period, such Stockholder (and each Manager) shall be deemed to have rejected such offer. In the event that any such offer is accepted by any Stockholder or by Société Générale as fiduciary for any Manager, the Company shall sell to such Stockholder, and such Stockholder shall purchase or issuance price from the Company (in the case of Société Générale, as fiduciary for such Manager), for the consideration and upon on the terms and conditions set forth in the notice. Each Investor Preemptive Notice, the securities that such Stockholder or Société Générale has elected to purchase at the same time as the consummation of the Eligible Offering. (c) This Section 5.03 shall not apply to the Transfer (or the issuance pursuant to a Transfer constituted by an offer) by the Company from time to time of additional shares of the Company Capital Stock to Société Générale as fiduciary for employees, directors and/or advisory board members of the Company or its Affiliates, unless such Transfer would cause the aggregate number of shares held by Société Générale as fiduciary for the Managers (including such employees, directors and/or advisory board members) to exceed 10.0% of the number of shares of Company Capital Stock; provided, that (i) any employee in respect of whom the Company proposes to Transfer shares to Société Générale as fiduciary pursuant to this Section 5.03(c) shall execute a Joinder Agreement – Manager prior to such Transfer, whereupon such employee shall be deemed a “Manager” and shall have the same rights and be bound by the same obligations as the Managers hereunder, and Société Générale, as fiduciary for such Person, shall have the same rights and be bound by the same obligations, in that capacity, as it has as fiduciary for the Managers hereunder, and (ii) any other Person to whom the Company proposes to Transfer shares (or in respect of whom the Company proposes to Transfer shares to Société Générale as fiduciary) pursuant to this Section 5.03 shall execute a Joinder Agreement – Stockholder prior to such Transfer, whereupon such Person shall be deemed a “Stockholder” and shall have the same rights and be bound by the same obligations as the Stockholders hereunder. (d) This Section 5.03 shall not apply to an issuance of Company Capital Stock made pursuant to Section 5.08. (e) The Stockholders shall in respect of any issuance of securities required to be issued pursuant to this Section 5.03 effect such increases in the authorized Company Capital Stock as may transfer its rights be necessary to make permit such purchase to any of its Permitted Transfereesissuance. The Company shall be free use commercially reasonable efforts to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) comply with any New Securities it elected to purchase applicable securities laws before issuing any securities pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticethis Section 5.03.

Preemptive Rights. (A) Except to the extent limited or excluded by the shareholders of the Company at any general meeting of the Company (as set forth in which case the Investors will not have Preemptive RightsSection 10.4(B), the Company hereby grants each Investor will not issue, sell or otherwise transfer for consideration (an “Issuance”) any Equity Securities (the right“Preemptive Securities”) unless, subject at least fifteen (15) days and not more than sixty (60) Days prior to applicable Law to purchase its Pro Rata Portion of any New Securities such Issuance, the Company proposes notifies each Capital Member who or which establishes to sell or issue for cash from time to time in excess the satisfaction of the Company that it is an Accredited Investor in writing of the Issuance (including the price, the purchasers thereof and the other terms thereof) and grants to each such holder who or which establishes to the satisfaction of the Company that it is an Accredited Investor, the right (the “Right”) to subscribe for and purchase such Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described Securities so issued at the same price and on the same terms as issued in the preceding sentence Issuance such that, after giving effect to the Shareholder Issuance and each Investor at least ten (10) days exercise of the Right, the Preemptive Securities owned by such Capital Member shall represent the same Profits Percentage Interest of such holder prior to the date Issuance on a fully diluted basis (i.e., counting as outstanding any Employee Securities or any other options or warrants to purchase Equity Securities), or such lesser amount designated by such Capital Member. The Right may be exercised by such Capital Member at any time by written notice to the Company received by the Company within fifteen (15) days after receipt by such Capital Member of the proposed issuance or sale (or, if such notice period is not reasonably possible under from the circumstances, such prior notice as is reasonably possible) in excess Company referred to above. The closing of the Preemptive Rights Threshold. Such notice shall set forth (purchase and sale pursuant to the extent known) the material terms and conditions exercise of the proposed issuance Right shall occur concurrently with the closing of the Issuance. In the event that the consideration received by the Company in connection with an Issuance is property other than cash, each such Capital Member may, at its election, pay the purchase price for such additional securities in such property or sale, including solely in cash. In the proposed manner of dispositionevent that any such Capital Member elects to pay cash, the number or amount and description thereof shall be determined based on the Fair Market Value of the shares proposed to be issued consideration received or soldreceivable by the Company in connection with the Issuance. (B) Notwithstanding the foregoing, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer Right shall not apply to each Investor to purchase or subscribe for its Pro Rata Portion issuances of such New Equity Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that , (i) pro rata to all holders of Units, as a dividend on, subdivision of or other distribution in respect of, the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other PersonClass A Units, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and that constitute Employee Securities, (iii) in connection or as consideration for any acquisition by the sale Company of another Person or issuance must close no more of a business or division operated by another Person, whether by asset purchase, stock purchase, merger or otherwise, (iv) in connection with commercial credit arrangements, equipment financings or other business transactions which issuances are primarily for other than ninety equity financing purposes, or (90v) days after the proposed date included in the noticeissued pursuant to an initial public offering.

Preemptive Rights. Except (a) In the event that the Board determines to raise additional capital for the Corporation prior to the extent limited or excluded IPO Date by causing the shareholders of Corporation to issue and sell additional shares (the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights"Additional Shares"), the Company hereby grants each Investor the rightVPC may require that such shares be Class B Stock and, subject to applicable Law Vanguard's right to participate in such purchase pursuant to Section 6.5(b), may elect to purchase its Pro Rata Portion all or any of such Additional Shares at a price per share equal to the Valuation Price on the Valuation Date with respect to such purchase. If VPC elects to purchase any New Securities or all Of the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company Additional Shares it shall give written notice of a proposed issuance or sale described in (the preceding sentence "Purchase Notice") to the Shareholder Corporation and each Investor at least ten Vanguard to that effect. The Purchase Notice shall state (10i) days prior the number of Additional Shares VPC proposes to purchase and (ii) the date of (not later than 30 days after the proposed issuance or sale Purchase Notice) and time at which such purchase will take place (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible"Additional Shares Closing Date"). (b) in excess of During the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for 60 days immediately following its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such noticeany Purchase Notice (the "Participation Period"), each Investor Vanguard shall have the right to elect participate (the "Participation Right") in such financing with VPC to the extent of some or all of the Additional Shares to be issued in such financing (the "Available Shares") equal to the product of its Percentage Ownership at the time of the Purchase Notice, multiplied by the aggregate number of Additional Shares which VPC commits to purchase or subscribe for in such financing. If Vanguard elects to exercise its Pro Rata Portion Participation Right, Vanguard shall give written notice to that effect to VPC and the Corporation (the "Participation Notice") and shall be entitled prior to the last day of the Participation Period to purchase a number of the Available Shares as specified in the Participation Notice, in which event the number of New Securities Additional Shares purchased or to be purchased by VPC shall be reduced by the number of Available Shares purchased by Vanguard. (c) The closing of a purchase of Additional Shares shall be held at the purchase or issuance price offices of Kronish, Lieb, Weiner & Xxxxxxx, on the date and upon at the terms and conditions set forth time specified in the noticePurchase Notice. Each Investor may transfer its rights to make At such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that closing, (i) VPC and Vanguard shall each pay, in immediately available funds (subject to Section 6.5(b)), the Company sells or issues Valuation Price for all of the Additional Shares to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s noticebe purchased by it, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) the Corporation shall deliver to each of them certificates representing the Additional Shares purchased by it provided, however, that if Vanguard elects to participate in the financing but the Additional Shares Closing Date occurs prior to the end of the Participation Period, then at such closing VPC shall (i) purchase and pay for the Additional Shares it has agreed to purchase, excluding the Available Shares, and (2) purchase and pay for a convertible promissory note (the "Interim Note") of the Corporation in a principal amount equal to the purchase price of the Available Shares, due on the day after the expiration of the Participation Period and bearing interest at the annual rate which is then charged VPC by its banks for short-term loans. Principal of and accrued interest on the Interim Note shall be convertible at its maturity, at the option of VPC, into Class B Shares at the Valuation Price as of the date of the Purchase Notice. Prior to the maturity of the Interim Note, Vanguard may purchase all or any sale or issuance of the Available Shares at a price per share equal to such Valuation Price plus a Pro rata portion of the interest then accrued on an equivalent principal amount outstanding under the Interim Note. Vanguard shall make such payment in immediately available funds, and the Corporation shall immediately apply the proceeds of such New Securities payment first to any other Person must be pay accrued interest on terms no less favorable the Interim Note and then to pay principal of the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeInterim Note.

Preemptive Rights. Except During the Eighty Percent Period, the Eighty Percent Holder shall have preemptive rights in Holding as set forth below (the "Preemptive Rights"). Pursuant to the extent limited or excluded by the shareholders of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), in the Company hereby grants each Investor event that Holding proposes to issue and sell additional shares of any capital stock or equity security, including authorized but unissued shares, to any person or entity other than the Eighty Percent Holder, including without limitation (i) pursuant to the exercise of options granted under any Plan, (ii) to satisfy conversion rights, (iii) as compensation or (iv) otherwise than for money; then the Eighty Percent Holder shall have the right, subject for a period of sixty days from the date of receipt of written notice of any such proposed issuance or sale, and, in all events, prior to applicable Law any such 3 issuance or sale by Holding, to purchase, at its discretion, up to a percentage of such capital stock or equity securities equal to its proportionate interest in Holding prior to any such proposed issuance or sale of such capital stock or equity security to another entity or person (the "Pro Rata Amount"), at the proposed issuance price, which right shall be exercisable by written notice to Holding given within sixty days after receipt by the Eighty Percent Holder of the written notice of such proposed issuance or sale. If the Eighty Percent Holder shall fail to respond to Holding within the sixty-day notice period, such failure shall be regarded as a rejection of its right to participate in the purchase of such capital stock or equity securities. To the extent that the Eighty Percent Holder does not elect to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or Amount, Holding may issue for cash from time to time in excess all (but not less than all) of the Preemptive Rights Threshold. The Company shall give written notice remainder of a proposed such capital stock or equity securities being offered for issuance or sale described which the Eighty Percent Holder has elected not to purchase to any person or entity other than the Eighty Percent Holder, at the price specified by Holding in the preceding sentence its notice to the Shareholder Eighty Percent Holder, provided that such issuance is bona fide and each Investor at least ten (10) made within 90 days prior to of the date of such notice. The closing of any purchase under this Section 4 shall be at a date and time selected by the proposed Eighty Percent Holder within ten business days after the Eighty Percent Holder is notified of the closing by Holding, or at such other time and place as the parties to the transaction may agree upon. Notwithstanding anything contained in this Section 4, the provisions of Section 1 remain in full force and effect and supersede the provisions of this Section 4, and no issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (may be made to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed any party pursuant to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt 4 in violation of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeSection 1.

Preemptive Rights. Except (a) If, after the Closing Date but prior to the extent limited or excluded by the shareholders conversion of the Company at any general meeting of Convertible Preferred Stock into Common Stock the Company (in which case shall propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion issuance or sale of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of dispositionSecurities, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor Purchaser shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that the Purchaser would after the issuance and sale of all such New Securities, hold the same proportionate interest (the "Proportionate Percentage") of the then outstanding shares of Common Stock as was held by the Purchaser immediately prior to such issuance and sale (based upon the number of shares of Common Stock to be received upon conversion of the Convertible Preferred Stock and exercise of the Class II Warrants). (b) The Company shall give the Purchaser written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the same. The Purchaser shall have fifteen (15) days (the "Offer Period") from the giving of such notice to agree to purchase all (or issuance any part) of its Proportionate Percentage of New Securities for the price and upon the terms and conditions set forth specified in the notice. Each Investor may transfer its rights notice by giving written notice to make the Company and stating therein the quantity of New Securities to be purchased. (c) If the Purchaser fails to provide notice to the effect that Purchaser agrees to exercise in full such purchase to any of its Permitted Transferees. The right within the Offer Period, the Company shall be free have 125 days thereafter to complete sell the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to in respect of which the Company’s noticePurchaser's rights were not exercised, on the at a price and upon general terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less more favorable to the Company buyers thereof than those set forth specified in the Company's notice delivered to Purchaser pursuant to this Section. If the Investors; and (iii) Company has not sold the sale New Securities within such 125-day period, the Company shall not thereafter issue or issuance must close no more than ninety (90) days after sell any New Securities, except by giving the proposed date included Purchaser the right to purchase its Proportionate Percentage in the noticemanner provided above.

Preemptive Rights. (a) Except in the case of Excluded Securities, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Securities unless the Company shall have first offered (the "Preemptive Offer") to sell such Securities to the Company's Shareholders on the terms set forth herein. Each Shareholder shall have a preemptive right to purchase up to such Shareholder's Common Equity Percentage of such Securities. Each Shareholder may assign all or any part of its rights and responsibilities with respect to such Offer (as defined below) to an Affiliate. Such Affiliate or Affiliates which are such assignees shall thereafter be deemed to be such assigning Shareholder (to the extent limited or excluded by of such assignment) for purposes of applying this Section 3 to such Preemptive Offer. Each such Affiliate shall agree in writing, as a condition to such assignment, to execute a Counterpart in the shareholders event of the a purchase of Securities pursuant to such assignment. (b) The Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants shall deliver to each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess Shareholder written notice of the Preemptive Rights ThresholdOffer, specifying the price and terms and conditions of the offer, including without limitation, the minimum and maximum limits on the amount of Securities proposed to be sold by the Company pursuant to the offer (the "Offer"), and the Common Equity Percentage applicable to the Shareholder receiving such notice. The Preemptive Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from the date such notice is given (the "30-Day Period"). (c) If a Shareholder desires to purchase Securities pursuant to the Preemptive Offer, such Shareholder shall evidence his or its intention to accept the Preemptive Offer by delivering a written notice to the Company, signed by the Shareholder, setting forth the percentage of the Securities (not exceeding such Shareholder's Common Equity Percentage of such Securities) that the Shareholder elects to purchase (the "Notice of Acceptance"). Provided the minimum number of Securities set forth in the Preemptive Offer has been sold after conclusion of all procedures set forth in this Section 3, then, upon closing of the Preemptive Offer, each Shareholder shall be obligated to buy the percentage set forth in such Shareholder's Notice of Acceptance times the number of Securities being sold at such closing. The Company shall not be permitted to sell at such closing (or any subsequent closing with respect to which the procedures set forth in this Section 3 have not again been followed, except as provided in this Section 3) more than the maximum number of Securities set forth in the Preemptive Offer. The Notice of Acceptance must be given, if at all, prior to the end of the 30-Day Period. Within five (5) days following the end of the 30-Day Period, the Company shall give written notice (the "Notice of Refused Securities") to the Shareholders setting forth the percentage of Securities for which a proposed issuance or sale described Notice of Acceptance was not received (the "Refused Securities"). (d) If the Shareholders give Notices of Acceptance to the Company prior to the end of the 30-Day Period indicating their intention to purchase, in the preceding sentence aggregate, less than the maximum amount of Securities set forth in the Preemptive Offer, each Shareholder giving a Notice of Acceptance ("Accepting Shareholders") shall be entitled to purchase by an additional Notice of Acceptance given to the Shareholder and each Investor at least Company within ten (10) days after the date the Notice of Refused Securities is given (the "10-Day Period"), that proportion of the Refused Securities which the Common Equity Percentage of such Accepting Shareholder (prior to the date Offer) bears to the Common Equity Percentage of all Accepting Shareholders. (e) If the Shareholders give Notices of Acceptance prior to the end of the proposed issuance 30-Day Period or sale (or10-Day Period, if such notice period is not reasonably possible under as applicable, indicating their intention to purchase, in the circumstancesaggregate, such prior notice as is reasonably possible) at least the minimum amount of Securities set forth in excess the Preemptive Offer, the Company shall schedule a closing of the Preemptive Rights Thresholdsale of the Securities to occur on a date not more than sixty (60) days nor less than twenty (20) days after the termination of the 30-Day Period or 10-Day Period, as applicable. Such notice Upon the closing of the sale of the Securities, each Accepting Shareholder shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Offer. (f) Regardless of whether the Shareholders tender Notices of Acceptance pursuant to subsection (c) and (d) of this Section 3 for at least the minimum amount of Securities set forth in the Offer within the 30-Day Period or the 10-Day Period, as applicable, any remaining Refused Securities may be sold for a period of ninety (90) days after the expiration of the 30-Day Period or 10-Day Period, as applicable (the "90-Day Period"), to any other Person or Persons (including without limitation, executive officers of the extent known) the material Company), upon terms and conditions which are in all material respects (including without limitation, price, form of consideration, payment period and interest rates) the same as those set forth in the Preemptive Offer. The closing of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during Refused Securities (which shall include full payment to the ten (10) day period (Company in cash or such shorter period if the Company’s notice was sent, notes in accordance with the second sentence terms of such offer (the "Outside Offer")) shall take place not more than thirty (30) days after the expiration of such 90-Day Period and not less than twenty (20) days after notice of said closing shall have been given by the Company to each Accepting Shareholder. In the event Accepting Shareholders gave Notices of Acceptance for less than the minimum number of Securities set forth in the Preemptive Offer, provided the Refused Securities agreed to be purchased plus the Securities for which Accepting Shareholders gave Notices of Acceptance exceeds such minimum, then at the same time as the closing of the sale of Refused Securities, each Accepting Shareholder shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Preemptive Offer. (i) If at least the minimum amount of the Securities set forth in the Preemptive Offer and the Outside Offer are not agreed to be purchased within the 90-Day Period, the Company may rescind all Notices of Acceptance tendered by Shareholders by providing written notice of such rescission to each Accepting Shareholder and the Company shall not sell any Securities pursuant to the Outside Offer. (ii) Any Securities as to which Notices of Acceptance are rescinded, and any Refused Securities not purchased in the Outside Offer may not be sold or otherwise disposed of until they are again offered to the Shareholders under the procedures specified in subsections (a) through (g) hereof. (h) The transferability of Securities purchased by any Shareholder or other Person pursuant to this Section 3.3, less than ten (10) days prior 3 shall be subject to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights this Agreement and any Person who is not then a Shareholder and who purchases Securities shall execute a Counterpart as a condition precedent to make such purchase to any of its Permitted Transfereespurchase. The Company obligation of any Shareholder to purchase such Securities is further conditioned upon the preparation of a purchase agreement embodying the terms of the Preemptive Offer or Outside Offer which shall be free reasonably satisfactory in form and substance to complete the proposed issuance Company and its counsel, and such Shareholder or sale of New Securities; provided that other purchaser and such Shareholder's or other purchaser's counsel. (i) The Shareholders hereby waive any preemptive rights that they may have in connection with the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected grant of options to purchase pursuant 1,918 shares of Common Stock at $0.01 per share to its response a consultant as of July 1, 2001 and the grant of options to purchase up to 9,200 shares of Common Stock at $71.00 per share to management employees on November 29, 2001. The Board of Directors determined that these exercise prices were not less than the Company’s notice, fair market value of the Common Stock on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticerespective grant dates.

Preemptive Rights. Except to the extent limited or excluded by the shareholders (i) Acquiror hereby acknowledges that certain of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, Properties and Operating Partnerships are subject to applicable Law to rights of first refusal, purchase its Pro Rata Portion options or other preemptive rights in favor of any New Securities third parties (the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent“Option Holders”), in accordance with applicable Laws or the second sentence Contracts (a “Preemptive Right”). (ii) Unless otherwise mutually agreed between Parent and Acquiror, (A) Parent shall deliver, as soon as reasonably practicable following the date hereof, a valid notice to the Option Holders with respect to certain Preemptive Rights that will be exercisable prior to December 31, 2021 as a result of the transactions contemplated by this Agreement, as set forth on Section 3.32.12(a)(ii) of the Parent Disclosure Schedule (each, less than ten a “Triggered Preemptive Right”), (10B) days Parent and Acquiror shall use their commercially reasonable efforts to obtain a waiver of each Triggered Preemptive Right, provided, that the obligation to use such efforts shall not include the payment of any consideration or grant of any financial accommodation to any Person in order to obtain any such consent, approval, license, permit, order, qualification or other authorization (collectively, the “Option Waivers”), and (C) if an Option Waiver is not obtained with respect to any Triggered Preemptive Right, Parent and Acquiror shall each comply with the terms of such Triggered Preemptive Right. (iii) In the event that prior to the proposed issuance Closing, Parent receives any notice pursuant to which a Person purports to exercise, or sale dateclaim entitlement to, a Preemptive Right (for clarity, whether or not a Triggered Preemptive Right) following receipt with respect to any Property that would otherwise have been transferred at the Closing or any direct or indirect Equity Interests in the Operating Partnership that owns such a Property, whether valid or invalid, Parent shall deliver a notice of such noticeexercise or claim to Acquiror as soon as reasonably practicable. Thereafter, each Investor Seller Parties shall keep Acquiror reasonably apprised of, and shall obtain Acquiror’s prior consent, not to be unreasonably withheld, conditioned or delayed, with respect to (A) material communications with the applicable third party exercising its Preemptive Right, (B) any acceptance of a Preemptive Right, (C) any commencement or response to litigation in connection with the exercise of such Preemptive Right and (D) any settlement agreement in connection with the exercise of the Preemptive Right. The payment of any settlement or other costs associated with such Preemptive Right shall, to the extent arising from actions or inactions requested or caused by Acquiror, be solely for the account of Acquiror, unless otherwise agreed to in writing by Parent. (iv) If any sale with respect to a Property (or the Operating Partnership that owns such Property) is consummated pursuant to a Preemptive Right prior to the Closing, such Property will be treated as an Excluded Property from and after such consummation. Neither Parent, Seller Parties nor Acquiror shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase any liability hereunder with regard to any such Property, except for the obligations hereunder that expressly survive a termination of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticethis Agreement.

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

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

Preemptive Rights. Except (a) If, subject to Section 4.07(d), at any time prior to the extent limited Initial Public Offering, the Company or excluded by the shareholders any of its controlled Affiliates proposes to issue additional Company Shares, any warrants, options or other rights to acquire Company Shares, debt securities that are convertible into Company Shares or any other equity securities of the Company at any general meeting of or its controlled Affiliates (the Company (in which case the Investors will not have Preemptive Rights“Participation Shares”), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give provide written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion Stockholder of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less anticipated issuance no later than ten (10) days prior to the anticipated issuance date. Such notice shall set forth the principal terms and conditions of the issuance, including the proposed issuance or sale date) following receipt purchase price for the new Participation Shares, and the Pro Rata Portion of such notice, each Investor new Participation Shares which the Stockholder to which the notice is directed may purchase in connection with such issuance. Each Stockholder shall have the right to purchase (and, with respect to the Co-Investment Entities, to the extent required pursuant to the preemptive obligations in the operating agreement of such Co-Investment Entity shall elect its right to purchase or subscribe for participate to the extent permitted in such operating agreement) up to its Pro Rata Portion of such new Participation Shares (which in the number case of New Securities an issuance of Participation Shares by a controlled Affiliate of the Company will be determined on a “look-through” basis) at the purchase or issuance price and on the terms and conditions specified in the Company’s notice by delivering an irrevocable written notice to the Company no later than ten (10) days from the date such notice is delivered to such Stockholder, at the price and upon the terms specified in such notice, by delivering an irrevocable written notice to the Company setting out the number of new Participation Shares with respect to which such right is exercised. Such notice shall also include the maximum number of new Participation Shares the Stockholder would be willing to purchase in the event any other Stockholder elects to purchase less than its Pro Rata Portion of such Participation Shares. If any Stockholder fails to elect to purchase its full Pro Rata Portion of such new Participation Shares, the Company shall allocate any remaining amount among those Stockholders (pro rata in accordance with the Company Shares then held by each such Stockholder relative to the aggregate number of Company Shares held by all Stockholders participating in issuance of Participation Shares and conditions by any employee stockholders of the Company exercising “preemptive” or similar rights) who have indicated in their notice to the Company a desire to purchase new Participation Shares in excess of their respective Pro Rata Portions (it being understood that if Stockholders elect to purchase more new Participation Shares than remain available for sale, such allocation shall be made pro rata in accordance with the Company Shares then held by each such Stockholder relative to the aggregate number of Company Shares held by all Stockholders participating in issuance of Participation Shares and by any employee stockholders of the Company exercising “preemptive” or similar rights; provided that in the case of a Co-Investment Entity, such allocation shall not be in excess of the maximum number of Newly Issued Securities each such Member (as such terms are defined in the operating agreement of such Co-Investment Entity) is willing to purchase as set forth in the such notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities); provided that no Stockholder shall be required to purchase more Participation Shares than the maximum number set forth in such Stockholder’s irrevocable written notice. (ib) In the event Stockholders do not purchase all such new Participation Shares in accordance with the procedures set forth in Section 4.07(a), the Company shall have sixty (60) days after the expiration of the ten (10) day period to sell to other Persons (including other Stockholders) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to remaining new Participation Shares at the Company’s notice, price and on the terms and conditions set forth specified in the noticeCompany’s notice to the Stockholders pursuant to Section 4.07(a). If the Company fails to sell such Participation Shares within sixty (60) days of the anticipated issuance date provided in the notice given to Stockholders pursuant to Section 4.07(a), simultaneously the Company shall not thereafter issue or sell any Participation Shares without first offering such Participation Shares to the Stockholders in the manner provided in Section 4.07(a). (c) If any Stockholder does not deliver such a notice of election within such ten (10) day period, such Stockholder shall be deemed to have irrevocably waived any and all rights under this Section 4.07 with respect to the purchase of such Participation Shares (but not with respect to future issuances in accordance with this Section 4.07). Any sale of such securities by the Company without first giving the Stockholders the rights described in this Section 4.07 shall be void and of no force and effect. (d) Notwithstanding the foregoing, this Section 4.07 shall not apply to any sale or issuance of such New Securities Company Shares that (i) (x) is approved by the Board of Directors and (y) is made (A) to any other Persona Strategic Partner, (B) in or to fund an acquisition or property development project by the Company or its Affiliates or an entity in which the Company or its Affiliates holds a direct or indirect interest, or (C) to employees of the Company, or (ii) any sale or issuance are Company Shares in an aggregate amount of such New Securities up to any other Person must be on terms no less favorable ten percent (10%) of the outstanding Company Shares, issued to the Sponsors or their Affiliates in exchange for a cash reimbursement of the cash used by the Company than those set forth to pay a portion of the merger consideration at the Effective Time, within sixty (60) days of the Closing Date (subject to reasonable delays in the notice delivered event of late receipt of required regulatory approvals), at the same price, on a per share basis, as the Company Shares issued to each Stockholder at the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeEffective Time.

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

Preemptive Rights. Except (a) If, after the Closing Date but prior to the extent limited or excluded by the shareholders conversion of the Company at any general meeting of Convertible Preferred Stock into Common Stock the Company (in which case shall propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion issuance or sale of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of dispositionSecurities, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor Purchaser shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the that number of New Securities at the purchase same price and on the same terms proposed to be issued or sold by the Company so that the Purchaser would after the issuance and sale of all such New Securities, hold the same proportionate interest (the "Proportionate Percentage") of the then outstanding shares of Common Stock as was held by the Purchaser immediately prior to such issuance and sale (based upon the number of shares of Common Stock to be received upon conversion of the Convertible Preferred Stock and exercise of the Class II Warrants). (b) The Company shall give the Purchaser written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and (c) If the Purchaser fails to provide notice to the effect that Purchaser agrees to exercise in full such right within the Offer Period, the Company shall have 125 days thereafter to sell the New Securities in respect of which the Purchaser's rights were not exercised, at a price and upon the general terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less more favorable to the Company buyers thereof than those set forth specified in the Company's notice delivered to Purchaser pursuant to this Section. If the Investors; and (iii) Company has not sold the sale New Securities within such 125-day period, the Company shall not thereafter issue or issuance must close no more than ninety (90) days after sell any New Securities, except by giving the proposed date included Purchaser the right to purchase its Proportionate Percentage in the noticemanner provided above.

Preemptive Rights. Except to (a) If after the extent limited or excluded by the shareholders of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities date hereof the Company proposes to issue or sell any Shares or issue for cash from other rights, options, warrants or other convertible securities which represent rights to purchase Shares and subject to subsection (d) below, each Preemptive Rightholder (as defined in subsection (c) below) shall have the right (the “Preemptive Right”) to purchase a number of Shares at the time set forth in subsection (c) below sufficient to time enable such holder to maintain its proportionate equity ownership interest in excess the Shares (on a Fully-Diluted Basis) at the level of such interest immediately prior to such issuance, and determined as though all Rollover Options had been exercised and the Put Rights or Call Rights had been exercised immediately upon such issuance. (b) Any Stockholder electing to exercise its Preemptive Rights Threshold. Right hereunder shall, to the extent the Company issues both Common Stock and Preferred Stock, be required to exercise such right as to both the Common Stock and the Preferred Stock in the same proportion as the shares of such classes are to be issued. (c) The Company shall give written notice of any such issuance to (i) Xxxxxxx X. Xxxxxxx, acting as agent for each Other Stockholder who, at the time he became a proposed issuance stockholder of the Company was an employee or sale described in director of the preceding sentence Company (such Other Stockholder, a “Management Stockholder”) or by any other Person that may be so designated by a majority-in-interest of the Management Stockholders (the “Agent”), (ii) each Other Stockholder other than a Management Stockholder and (iii) to the Shareholder CHP Group (collectively, “Preemptive Rightholders”) setting forth in reasonable detail the proposed terms and each Investor at least ten conditions thereof (10the “Issuance Notice”) days which notice shall be given prior to the date of such issuance and shall offer to the Agent, as agent for each of the Management Stockholders, and to each other Preemptive Rightholder the opportunity to purchase such Shares at the same price and on the same terms, as provided in the instrument identifying the securities that are proposed issuance to be or sale (orwere issued by the Company, if either from the Company or from the Persons receiving such Shares. The Agent shall upon receipt of an Issuance Notice promptly notify the Management Stockholders of such notice period is not reasonably possible under and terms contained therein. A Management Stockholder, upon providing the circumstancesAgent with funds in the requisite amount, such prior may instruct the Agent to exercise its preemptive right by delivery of a written notice as is reasonably possible) in excess to the Agent within 15 days after delivery of the Preemptive Rights Threshold. Such notice Issuance Notice, which exercise shall set forth (be irrevocable; and to the extent known) that such Management Stockholder shall fail to exercise such right the material terms Agent shall be entitled, in his absolute discretion, to permit such rights to lapse. The Agent shall consolidate all responses received by him and conditions shall exercise such right by notice to the Company and delivery of funds provided by the Management Stockholders for such purposes within two days following such 15 day period. Each other Preemptive Rightholder may exercise such right by notice to the Company and delivery of funds within 10 business days after delivery of the proposed issuance Issuance Notice. The Agent shall have no liability to the Stockholders in respect of any actions or saleomissions taken or not taken by it pursuant to this Agreement. (d) No Preemptive Rightholder may sell, including assign, transfer any participations in or otherwise transfer any of its preemptive rights under this Section 7 except in connection with a transfer of Shares or Rollover Options in accordance with this Agreement. (e) The Preemptive Rights shall not apply to the proposed manner following issuances: (i) issuances of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sentShares in consideration for any merger, consolidation or purchase or sale of any business or assets used in the business of the Company or its subsidiaries or for a transaction that the Board of Directors of the Company deems, in its sole discretion, to be a strategic transaction, so long as the CHP Group and CHI and their affiliates do not buy any stock in the issuance; (ii) issuances in any underwritten public offering; (iii) issuances where the CHP Group and the holders of at least 50.1% of the Shares then held by the Other Stockholders determine that such issuance should be exempt from the provisions of this Section 7; (iv) issuances to directors and employees of the Company and any subsidiary thereof other than directors and employees of the CHP Group and CHI; (v) the grant of employee stock options, employee restricted stock or employee stock purchase rights; (vi) sales or issuances of Shares upon exercise of employee stock options or employee stock purchase rights; (vii) securities distributed or set aside ratably to all holders of Shares on a per share equivalent basis; (viii) issuance of securities upon exercise of any Rollover Option existing on the date hereof and set forth on Schedule 2 hereto; (ix) issuances of Shares as part of a conversion of all or a portion, from time to time, of the Convertible Notes and (x) issuances of Shares in connection with the exercise of a put or call pursuant to the Put/Call Agreement. In addition, no Stockholder shall have a Preemptive Right if upon advice of counsel for the Company determines that the offering or sale of Shares pursuant to such Preemptive Rights would require registration under the Securities Laws. (f) Each Management Stockholder hereby appoints the Agent, including any successor thereto to perform the actions that it is provided to undertake under this Section 7. Each Management Stockholder, by its execution hereof, hereby irrevocably makes, constitutes and appoints the Agent as its true and lawful agent, with full power of substitution and full power and authority in its name, place and stead, to receive any Issuance Notices and to exercise on behalf and for the benefit of each Management Stockholder such Management Stockholder’s right of first refusal with respect to any Preemptive Right pursuant to and in accordance with Section 7(b) hereof. The foregoing designation of the second sentence Agent shall not obligate any Management Stockholder for the exercise of this Section 3.3, less than ten (10) days prior its Preemptive Rights without the express consent in each instance of such exercise by the Stockholder given to the proposed issuance or sale date) following receipt of such notice, each Investor shall have Agent on behalf and for the right to elect to purchase or subscribe for its Pro Rata Portion benefit of the number of New Securities at the purchase or issuance price Management Stockholder. (g) Each Stockholder shall execute and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable deliver to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) its agent within 15 days after receipt of a request therefrom such further instruments as the proposed date included in Company or its agent shall reasonably deem necessary to carry out the noticeterms of this Agreement.

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

Preemptive Rights. Except to (a) If at any time after the extent limited or excluded by the shareholders of Closing, the Company at any general meeting time or from time to time makes any public or non-public offering of New Capital Stock or any Rights to acquire New Capital Stock, each Eligible Stockholder shall first be offered the opportunity to acquire from the Company for the same price and on the same terms as such securities are proposed to be offered to others, up to the amount of New Capital Stock (or Rights in respect thereof) as is required to enable it to maintain its proportionate interest in the Company. The amount of New Capital Stock each Eligible Stockholder shall be entitled to purchase (or, in the case of Rights, Rights to acquire a number of shares of New Capital Stock) shall be determined by multiplying (x) the total number of such offered shares or, in the case of Rights, the total number or such shares covered by Rights, by (y) a fraction, the numerator of which is the number of shares of Company Securities (determined on an as converted into Series A Common Stock basis) held by such Eligible Stockholder, and the denominator of which is the number of shares of Common Stock then outstanding; provided, however, that -------- ------- for purposes of determining the number of shares of Common Stock outstanding, such amount shall include, without duplication, shares of Common Stock issuable upon the conversion of outstanding shares of Preferred Stock or other outstanding convertible equity securities of the Company (in which case and shares of Common Stock issuable upon the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law exercise of outstanding options or warrants to purchase its Pro Rata Portion Common Stock (or other securities of the Company). (b) Notwithstanding the foregoing, no Person shall be entitled to any preemptive rights in respect of the issuance of shares of New Securities Capital Stock issued to satisfy Rights theretofore issued and as to which such Person theretofore had the opportunity to exercise preemptive rights pursuant to this Article 8. (c) In the event the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company offer New Capital Stock, it shall give each Eligible Stockholder written notice of a proposed issuance or sale described its intention, describing the type of New Capital Stock to be offered, and the price and other terms upon which the Company proposes to offer the same. Each Eligible Stockholder shall have twenty (20) days from the date of receipt of any such notice to notify the Company in writing that it intends to exercise such preemptive rights and as to the amount of New Capital Stock such Eligible Stockholder desires to purchase, up to the maximum amount calculated pursuant to subsection (a). Such notice shall constitute an agreement of such Eligible Stockholder to purchase the amount of New Capital Stock so specified upon the price and other terms set forth in the preceding sentence Company's notice to it. (d) If any Eligible Stockholder exercises its preemptive right hereunder, the closing of the purchase of the New Capital Stock with respect to which such right has been exercised shall take place within 45 calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 135 days in order to comply with applicable laws and regulations. Each of the Company and any Eligible Stockholder which has agreed to purchase New Capital Stock or Rights agrees to use its commercially reasonable efforts to secure any regulatory approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Capital Stock. (e) In the event any Eligible Stockholder fails to exercise its preemptive rights provided in this Section 8.1 within said twenty (20) day period or, if so exercised, such Eligible Stockholder is unable to consummate such purchase within the time period specified in paragraph (d) above because of its failure to obtain any required regulatory consent or approval, the Company shall thereafter be entitled during the period of ninety (90) days following the conclusion of the applicable period to sell or enter into an agreement (pursuant to which the sale of New Capital Stock covered thereby shall be consummated, if at all, within thirty (30) days from the date of said agreement) to sell the New Capital Stock or Rights not elected to be purchased pursuant to this Section 8.1 or which such electing Eligible Stockholder is unable to purchase because of such failure to obtain any such consent or approval, at a price and upon terms no more favorable to the Shareholder and each Investor at least ten (10) purchasers of such securities than were specified in the Company's notice to the Eligible Stockholders. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory approval or expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of five Business Days after all such approvals have been obtained or waiting periods expired, but in no event shall such time period exceed 180 days prior to from the date of the proposed issuance applicable agreement with respect to such sale. In the event the Company has not sold the New Capital Stock or sale entered into an agreement to sell the New Capital Stock within said ninety (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (1090) day period (or such shorter period if the Company’s notice was sent, sold and issued New Capital Stock in accordance with the second sentence of this Section 3.3, less than ten foregoing within thirty (1030) days prior from the date of said agreement (as such period may be extended in the manner described above for a period not to exceed 180 days from the date of said agreement)), the Company shall not thereafter offer, issue or sell such New Capital Stock without first offering such securities to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth Eligible Stockholders in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; manner provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeabove.

Preemptive Rights. Except (a) After the date hereof and prior to the extent limited or excluded by the shareholders consummation of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights)an IPO, the Company hereby grants shall give each Investor of the right, subject to applicable Law to purchase its Pro Rata Portion Stockholders that is an “accredited investor” (as such term is defined in Rule 501(c) of the Securities Act) written notice (an “Issuance Notice”) of any New Securities proposed issuance by the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice shares of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor specified class of Company Securities at least ten twenty (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (1020) days prior to the proposed issuance or sale date) following receipt . The Issuance Notice shall specify the class of such noticeCompany Securities to be issued, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New shares of such specified class of Company Securities to be issued, the price at which such Company Securities are proposed to be issued and the other material terms and conditions of the issuance. Each Stockholder shall be entitled to purchase, at the purchase or issuance price and on the other terms and conditions specified in the Issuance Notice, its pro rata amount of such newly issued Company Securities such that upon consummation of such proposed issuance such Stockholder shall own the same percentage of Company Securities on a fully diluted basis as it did immediately prior to such issuance. (b) Each Stockholder may exercise its rights under this Section 3.07 by delivering written notice of its election to purchase such Company Securities to the Company within ten (10) days after receipt of the Issuance Notice. A delivery of such notice (which notice shall specify the number of shares of the class of Company Securities requested to be purchased by the Stockholder submitting such notice) by such Stockholder shall constitute a binding agreement of such Stockholder to purchase, at the price and on the terms and conditions set forth specified in the Issuance Notice, the number of shares and the specified class of Company Securities specified in such Stockholder’s notice. Each Investor may transfer If, at the termination of such ten (10) day-period, any Stockholder has not exercised its rights right to make such purchase to any of its Permitted Transfereespro rata share of such Company Securities, such Stockholder shall be deemed to have waived all of its rights under this Section 3.07 with respect to, and only with respect to, the purchase of such Company Securities specified in the Issuance Notice. (c) The closing of any issuance of Company Securities to a Stockholder pursuant to this Section 3.07 shall take place at the time and in the manner provided in the Issuance Notice. The Company shall be free under no obligation to complete the consummate any proposed issuance of Company Securities, nor shall there be any liability on the part of such entity to any Stockholder, if the Company has not consummated any proposed issuance of Company Securities pursuant to this Section 3.07 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance. (d) The preemptive rights under this Section 3.07 shall not apply to issuances or sale sales of New Securities; provided that Company Securities (i) to employees, officers and/or directors of the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to employee benefit or similar plans or arrangements of the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale upon exercise, conversion or issuance exchange of such New Company Securities outstanding as of the date hereof or which, when issued, were subject to any other Person must be on terms no less favorable to or exempt from the Company than those set forth in the notice delivered to the Investors; and preemptive rights, (iii) distributed or set aside ratably to all holders of a class of Company Securities on a per share equivalent basis, including without limitation the sale Series A Preferred Stock pursuant to Section 2 of the Company’s Certificate (iv) in, or in connection with, an IPO or a merger of the Company with or into another Person or an acquisition by the Company of another Person or substantially all the assets of another Person, (v) as a bona-fide “equity kicker” to a lender in connection with a third party debt financing, or (vi) granted as part of a commercial arrangement with the Company and strategic partners, landlords, franchisees, suppliers, customers, investment bankers or other professional advisors. (e) Notwithstanding anything herein to the contrary, if the Board determines in good faith that complying with the provisions of this Section 3.07 prior to an issuance must close no more than ninety of Company Securities may negatively impact the Company or such issuance process, then the Company may wait until up to fifteen (9015) days after the proposed date included in closing of the noticeissuance of the applicable Company Securities to send an Issuance Notice and otherwise comply with the provisions of this Section 3.07.

Preemptive Rights. Except If the Company hereafter proposes to issue or sell any of its equity securities or any securities containing options or rights to acquire any of its equity securities or any securities convertible into equity securities (other than as a dividend on outstanding shares of the Common Stock) the Company shall first offer to Subscriber a portion of the number or amount of such securities proposed to be so sold equal to the extent limited or excluded by product of (a) the shareholders number of shares of the Company at any general meeting Common Stock (on an as-converted basis) or other securities proposed to be so issued and sold multiplied by (b) a fraction, the numerator of which is the number of shares of the Company (in Common Stock then owned by Subscriber prior to such issuance and the denominator of which case is the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion total number of any New Securities the Company proposes to sell or issue for cash from time to time in excess shares of the Common Stock then issued and outstanding, for the same price and upon the same terms and conditions as the securities are being offered in such transaction (the “Preemptive Rights ThresholdRight”). The Company shall give written make such offer to Subscriber by providing a notice of a proposed issuance or sale described in (the preceding sentence to the Shareholder and each Investor at least ten (10“Preemptive Notice”) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice which shall set forth (to the extent known) the material price, timing, and terms and conditions of the proposed issuance or of such new securities. Subscriber may exercise its right to purchase the securities by delivering to the Company within 30 days of receipt of the Preemptive Notice, irrevocable notice of acceptance of the proposed sale on the terms specified in the Preemptive Notice, and payment for such securities to be purchased. The Preemptive Right shall be deemed waived by Subscriber if it does not deliver an irrevocable notice of acceptance of the proposed sale, including and adequate payment for the proposed manner securities, within 30 days of dispositionthe Preemptive Notice having been given. If Subscriber does not elect to exercise its Preemptive Right, then, subject to compliance with this Agreement, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free entitled to complete sell part or all of those securities to such person or financial institution as it may determine. Notwithstanding any provision in this Section to the proposed issuance contrary, Subscriber shall not have any preemptive right to purchase (a) equity securities issued in connection with employee stock option or sale compensation plans approved by the board of New Securities; provided that (i) directors of the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response which shares are issued to officers, directors or employees of the Company’s noticeCompany for compensatory purposes or to unaffiliated consultants, on the terms suppliers and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable contractors to the Company than those set forth in exchange for bona fide services rendered or (b) equity securities issued as consideration to an unaffiliated third party in connection with any merger, consolidation, or acquisition to which the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeCompany is a party.

Preemptive Rights. Except for Excluded Shares (as defined below), the Company shall not, for cash, issue, sell or exchange, agree to the extent limited issue, sell or excluded by the shareholders exchange, or reserve or set aside for issuance, sale or exchange, (i) any shares of its Common Stock, (ii) any other equity securities of the Company at Company, including, without limitation, shares of Preferred Stock, (iii) any general meeting option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt securities convertible into capital stock of the Company (collectively, the “Offered Securities”), unless in which each such case the Investors will not have Preemptive RightsCompany first delivers to the Lender a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the “Offer”), which Offer shall (i) identify and describe the Company hereby grants each Investor Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (iii) identify the persons or entities to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with the Lender such portion of the Offered Securities as the aggregate number of shares of Common Stock then held by the Lender pursuant to this Agreement (on an as-converted basis assuming the conversion of the Loan Amount on the Note and the exercise of outstanding Warrants) bears to the total number of shares of Common Stock outstanding on an as-converted basis. The Lender shall have the right, subject to applicable Law for a period of 20 days following delivery of the Offer, to purchase its Pro Rata Portion of any New Securities or acquire, at a price and upon the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described other terms specified in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of dispositionOffer, the number or amount and description of Offered Securities described above. The Offer by its term shall remain open for such 20-day period. For purposes of this Agreement, “Excluded Shares” shall include securities of the shares proposed Company issued pursuant to be issued (A) a stock option plan (or soldsimilar equity incentive plan) to employees, consultants or directors for the proposed issuance primary purposes of soliciting or retaining services, (B) a conversion or exercise of derivative securities, (C) a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale dateof all or substantially all of the assets of the Company or a third party, (D) a financing of the proposed purchase Company whereby the Company receives gross proceeds of $2,000,000 or subscription price per sharemore, (E) a public offering of securities of the Company, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities(F) that certain Amended and Restated Loan and Security Agreement dated November 1, 2005, by and between the Company and Pacific Xxxx Capital, LLC and transactions related thereto. At any time during Notwithstanding the ten (10) day period (or such shorter period if the Company’s notice was sentforegoing, in accordance with the second sentence event the Board of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion Directors of the number of New Securities at the purchase or issuance price Company determines, in its good faith and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided reasonable discretion, that (i) the Company sells or issues is unable to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable obtain available financing necessary to the Company than due to its obligation to provide the Lender the rights referenced in this Section 4.3, the Company is entitled to obtain such financing and shall use its best efforts to offer the Lender the opportunity to purchase like-securities of the Company at terms similar to those set forth provided to third-party investors in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticesuch financing arrangement.

Preemptive Rights. Except (a) Subject to Section 6.2, from and after the Closing, at any time that the Company effects a Subject Issuance, the Shareholders shall have the right to purchase from the Company for cash additional Subject Securities (in each instance, an “Additional Subject Securities Purchase”), such that following such respective Subject Issuance and such Additional Subject Securities Purchase, the Shareholders’ Voting Power will be the same as the Shareholders’ Voting Power immediately prior to such Subject Issuance. Notwithstanding the foregoing or any other provision of this Agreement, the Shareholders shall not be entitled at any time to acquire additional Subject Securities under this Article VI to the extent limited or excluded by such acquisition would result in the shareholders of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time Shareholders having Voting Power in excess of the Preemptive Rights Threshold. The Maximum Ownership Percentage, but they may participate in Additional Subject Securities Purchases up to such amount, subject to the other provisions of this Article VI. (b) Prior to any Subject Issuance, and no later than the date on which the Board approves such Subject Issuance, the Company shall give provide the Shareholders with fifteen (15) Business Days’ prior written notice of a proposed issuance or sale described in such Subject Issuance or, if earlier, the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the expected date of entry by the proposed issuance Company into a binding agreement to effect such Subject Issuance (or sale (or, if such notice period is not reasonably possible practicable under the circumstances, such the maximum prior written notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sentpracticable but, in accordance with the second sentence of this Section 3.3no event, less than ten (10) days Business Days’ prior written notice) (such period between such notice and the date of the Subject Issuance or the expected date of entry into such contract, if applicable, the “Notice Period”) of such proposed Subject Issuance (including, in the case of a registered public offering and to the proposed issuance or sale date) following receipt extent possible, a copy of the prospectus included in the registration statement filed in respect of such noticeoffering or, each Investor shall have in the right case of an offering exempt from registration, the private placing memorandum or similar offering document in respect of such offering), (i) describing, to elect the extent then known, (A) the anticipated amount of Subject Securities, price and other material terms upon which the Company offers to purchase or subscribe for its Pro Rata Portion of sell Subject Securities to the Shareholders and (B) the number of New Subject Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected Shareholders are entitled to purchase pursuant to its response this Article VI; (ii) attaching, if any Voting Securities to be issued in the Subject Issuance are to be allotted as fully or partly paid up otherwise than in cash, any valuation required under Section 593 of the U.K. Companies Xxx 0000; and (iii) containing a binding offer to sell Subject Securities to the Company’s noticeShareholders subject to the consummation of the Subject Issuance. If prior to any such Subject Issuance, on there is a material change in the terms of such Subject Issuance, then prior to such Subject Issuance, the Company shall provide the Shareholders with fifteen (15) Business Days’ prior written notice (or if such notice period is not reasonably practicable under the circumstances, the maximum prior written notice as is reasonably practicable but, in no event, less than ten (10) Business Days’ prior written notice) describing such change (such period between such notice and conditions the date of the Subject Issuance, also a “Notice Period”). (c) A Shareholder may exercise its right to effect an Additional Subject Securities Purchase by providing written notice to the Company (i) in the event of a Subject Issuance for cash consideration, prior to the expiration of the Notice Period or (ii) in the event of a Subject Issuance for non-cash consideration, at least five (5) Business Days prior to the expiration of the Notice Period. Such Shareholder’s notice must indicate the specific amount of Subject Securities that such Shareholder desires to purchase, subject to the restrictions set forth in Section 6.1(a). Except as provided in Section 6.1(d) and Section 6.1(e), each Shareholder shall effect the noticeAdditional Subject Securities Purchase that it has elected to purchase concurrently with the Subject Issuance (the date of consummation of such transactions being referred to as the “Preemptive Rights Closing Date”). Subject to Section 6.1(e), simultaneously if, in connection with any sale or issuance Subject Issuance, a Shareholder gives timely notice of its intent to exercise its right under this Section 6.1 but has not paid for and otherwise effected the Additional Subject Securities Purchase on the Preemptive Rights Closing Date, then such New Shareholder shall be deemed to have waived its right to purchase such securities under this Section 6.1 with respect to such Subject Issuance; provided, however, that, subject to Section 6.1(e), the Company shall be entitled to specifically enforce such Shareholder’s exercise of its right to effect the Additional Subject Securities Purchase as set forth in such Shareholder’s notice. (d) In the event the Notice Period is less than fifteen (15) Business Days and a Shareholder has delivered notice of its desire to any other Personeffect an Additional Subject Securities Purchase, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable subject to the Company than those restrictions set forth in Section 6.1(a), such Shareholder shall have the option, to be indicated in the notice delivered to the InvestorsCompany, to either (i) consummate the Additional Subject Securities Purchase on the Preemptive Rights Closing Date or (ii) within six (6) months of the consummation of such Subject Issuance, make open market or privately negotiated purchases of Voting Securities, provided that following such open market or privately negotiated purchases, the Shareholders’ Voting Power will not exceed the Shareholders’ Voting Power immediately prior to such Subject Issuance. (e) If and to the extent (but only to the extent) that the approval of the Investment Commission, Ministry of Economic Affairs, Executive Yuan, Taiwan, the Republic of China is required for a Shareholder to effect an Additional Subject Securities Purchase for which a Shareholder has given timely notice to the Company of its election to exercise its rights under this Section 6.1 or exercise Preemptive Warrants issued under Section 6.2(c) and such approval has not been obtained on or prior to the Preemptive Rights Closing Date or the expiration date of the period during which the Shareholder may exercise Preemptive Warrants pursuant to Section 6.2(a), as applicable, the Shareholder may effect the Additional Subject Securities Purchase, or exercise Preemptive Warrants, on or before the date that is forty (40) Business Days (or, in the event of an exercise of Preemptive Warrants, sixty (60) Business Days) following the receipt of such approval; provided, however, that the Shareholder is using reasonable best efforts to obtain such approval as promptly as practicable; and provided, further, that (iiii) the sale or issuance must close no more than if such approval is not obtained within ninety (90) days Business Days after such Shareholder has given timely notice to the proposed date included Company of its election to exercise its rights under this Section 6.1, the Shareholder’s notice exercising its rights under this Section 6.1 shall be deemed withdrawn and (ii) if such approval is obtained within such ninety (90) Business Day period but the receipt of such approval is subject to terms or conditions that are adverse to any Shareholder or any Controlled Affiliate, the Shareholder may withdraw such notice to the Company within such ninety (90) Business Day period; and if either clause (i) or (ii) applies, no Shareholder nor any Controlled Affiliate shall have any further right or obligation to effect such Additional Subject Securities Purchase or exercise such Preemptive Warrants and the Shareholders shall have the option, to be indicated in a notice delivered to the Company, in connection with any Subject Issuance, to the extent such shares could not be purchased by the Shareholders from the Company without such approval, for one (1) year after either clause (i) or (ii) applies, to make open market or privately negotiated purchases of Voting Securities, provided, that following such open market or privately negotiated purchases, the Shareholders’ Voting Power shall not exceed the Shareholders’ Voting Power immediately prior to such Subject Issuance. (f) Except as provided in Section 6.1(g) or Section 6.3, if the Company effects a Subject Issuance and one or more of the Shareholders exercises its right to make an Additional Subject Securities Purchase, the applicable Shareholders shall pay an amount per security equal to the cash consideration per security paid by the other purchaser or purchasers of Subject Securities in such Subject Issuance. In the case of an underwritten public offering or a private placement offering under Rule 144A of the Securities Act or similar transaction, the price paid by the Shareholders shall not include any underwriting or initial purchaser’s discount or fees (as disclosed in the noticefinal prospectus or offering memorandum). (g) If the Company effects a Subject Issuance for non-cash consideration, and one or more of the Shareholders exercises its right to make an Additional Subject Securities Purchase, such Shareholder shall pay, per security in the Additional Subject Securities Purchase, the volume-weighted average price per share of Common Stock over the preceding twenty (20) trading days (from the date of the Preemptive Rights Closing Date) on which shares of Common Stock are traded, or able to be traded, on the NYSE (or, if not listed on the NYSE, such other securities exchange upon which shares of Common Stock are then listed or quoted). (h) In the event that a proposed Subject Issuance is terminated or abandoned by the Company without the issuance of any Subject Securities, then the Shareholders’ purchase rights pursuant to this Section 6.1 shall also terminate as to such proposed Subject Issuance, and any funds in respect thereof paid to the Company by the Shareholders shall be refunded promptly and in full; provided, however, that to the extent the Shareholders have elected to make open market or privately negotiated purchases pursuant to Section 6.1(d), such termination shall not affect any binding transactions entered into by a Shareholder prior to receiving actual notice of such termination. (i) Notwithstanding any other provision in this Section 6.1, to the extent the issuance of Voting Securities in an Additional Subject Securities Purchase in the manner contemplated by this Article VI would require, whether under the applicable rules of any stock exchange on which the Voting Securities are listed or otherwise, any approval by the shareholders of the Company that has not been obtained, the Shareholders may purchase in an Additional Subject Securities Purchase such number of Voting Securities as would be permitted without such approval and shall, until such approval is obtained, have the option, to be indicated in a notice delivered to the Company, in connection with any such issuance of Voting Securities, and to the extent such shares are not purchased by the Shareholders from the Company, to make open market or privately negotiated purchases of Voting Securities, provided, that following such Additional Subject Securities Purchase and open market or privately negotiated purchases, the Shareholders’ Voting Power shall not exceed the Shareholders’ Voting Power immediately prior to such Subject Issuance.

Preemptive Rights. Except (a) Prior to the extent limited consummation of an Initial Public Offering, in the event that (x) the Company intends to sell or excluded by the shareholders issue any Units or any other Membership Interests, or (y) any Subsidiary of the Company at intends to sell or issue any general meeting equity interests in such Subsidiary to any Person other than to a wholly-owned Subsidiary of the Company (in which case any such Units, Membership Interests or equity interests, the Investors will not have “Preemptive RightsInterests”), the Company hereby grants each Investor Fugro Member shall have the rightright to purchase, subject to applicable Law 4.11(a), an amount of such Preemptive Interests up to purchase (but not in excess of) its Pro Rata Portion Class A/A-1/A-2 Percentage Interest immediately prior to such sale or issuance, on the same terms and conditions as such Preemptive Interests are being offered and sold, such subscription being conditioned upon the actual sale of such Preemptive Interests; provided, however, that such preemptive right shall not extend to any New Securities issuance of Class A-1 Units or Incentive Interests, or any other Units, Membership Interests or equity interests that are to be issued by the Company or any of its Subsidiaries (i) by reason of a dividend, split, split-up or other distribution on Units or Membership Interests of the Company or equity interests of such Subsidiary, (ii) to officers, employees or directors of, or consultants to, the Company or any of its Subsidiaries pursuant to any purchase plan or arrangement, option plan, or other incentive plan or agreement approved by the Board, (iii) to any Person as direct purchase consideration in connection with strategic acquisitions approved by the Board or (iv) in connection with an Initial Public Offering. (b) At any time the Company or any of its Subsidiaries proposes to sell or issue for cash from time to time in excess of any Preemptive Interests, the Preemptive Rights Threshold. The Company shall give written notice to the Fugro Member specifying the contemplated date such Preemptive Interests are to be sold, the amount of a such Preemptive Interests, the rights and limitations of such Preemptive Interests, the purchase price and other terms and conditions upon which such Preemptive Interests are to be issued, and any other material terms thereof. The Company shall deliver such notice to the Fugro Member no later than 25 Business Days prior to such contemplated purchase date, and the Fugro Member shall have until 10 Business Days prior to the contemplated purchase date specified in such notice to inform the Company of its intentions as to the exercise of the preemptive right provided under this Error! Reference source not found.11, including the maximum number of Preemptive Interests for which it wishes to exercise its preemptive rights. If no written reply is received by the Company prior to the tenth Business Day before the contemplated purchase date specified in such notice, the Company may treat the preemptive right of the Fugro Member under this Error! Reference source not found. to have been waived for that, but only for that, transaction. For the avoidance of doubt, the Fugro Member shall not have any right to acquire any portion of any Preemptive Interests proposed to be issued and sold by the Company unless all of such Preemptive Interests are issued and sold concurrently. (c) Notwithstanding the other provisions of this Section 4.11, if the Board determines that, in the best interests of the Company, the Company should issue or sell any Units or other Membership Interests or any Subsidiary of the Company should offer or sell any equity interests in such Subsidiary that would otherwise be Preemptive Interests required to be offered to the Fugro Member pursuant to this Section 4.11 prior to such offer to the Fugro Member, the Company or its Subsidiary, as applicable, may effect such issuance or sale described in without first complying with the preceding sentence to the Shareholder and each Investor at least ten provisions of this Section 4.11; provided, however, that, within thirty (1030) days prior to after the date consummation of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of dispositionCompany shall offer, and/or cause the number or amount and description of the shares proposed Person to be issued or sold, the proposed whom such issuance or sale datewas made to offer, to the proposed purchase or subscription price per share, and an offer to each Investor Fugro Member the opportunity to purchase or subscribe for its Pro Rata Portion an amount of such New Securities. At any time during the ten securities up to (10but not in excess of) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days its Class A/A-1/A-2 Percentage Interest immediately prior to the proposed such issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticesale.

Preemptive Rights. Except for Excluded Shares (as defined below), the Company shall not, for cash, issue, sell or exchange, agree to the extent limited issue, sell or excluded by the shareholders exchange, or reserve or set aside for issuance, sale or exchange, (i) any shares of its Common Stock, (ii) any other equity securities of the Company at Company, including, without limitation, shares of Preferred Stock, (iii) any general meeting option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of the Company, or (iv) any debt securities convertible into capital stock of the Company (collectively, the “Offered Securities”), unless in which each such case the Investors will not have Preemptive RightsCompany first delivers to the Lender a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the “Offer”), which Offer shall (i) identify and describe the Company hereby grants each Investor Offered Securities, (ii) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (iii) identify the persons or entities to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with the Lender such portion of the Offered Securities as the aggregate number of shares of Common Stock then held by the Lender pursuant to this Amended Agreement (on an as-converted basis assuming the conversion of the Loan Amount on the Note and the exercise of outstanding Warrants) bears to the total number of shares of Common Stock outstanding on an as-converted basis. The Lender shall have the right, subject to applicable Law for a period of 20 days following delivery of the Offer, to purchase its Pro Rata Portion of any New Securities or acquire, at a price and upon the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described other terms specified in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of dispositionOffer, the number or amount and description of Offered Securities described above. The Offer by its term shall remain open for such 20-day period. For purposes of this Amended Agreement, “Excluded Shares” shall include securities of the shares proposed Company issued pursuant to be issued (A) a stock option plan (or soldsimilar equity incentive plan) to employees, consultants or directors for the proposed issuance primary purposes of soliciting or retaining services, (B) a conversion or exercise of derivative securities, (C) a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale dateof all or substantially all of the assets of the Company or a third party, (D) a financing of the proposed purchase Company whereby the Company receives gross proceeds of $2,000,000 or subscription price per sharemore, (E) a public offering of securities of the Company, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities(F) the Green Loan. At any time during Notwithstanding the ten (10) day period (or such shorter period if the Company’s notice was sentforegoing, in accordance with the second sentence event the Board of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion Directors of the number of New Securities at the purchase or issuance price Company determines, in its good faith and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided reasonable discretion, that (i) the Company sells or issues is unable to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable obtain available financing necessary to the Company than due to its obligation to provide the Lender the rights referenced in this Section 4.3, the Company is entitled to obtain such financing and shall use its best efforts to offer the Lender the opportunity to purchase like-securities of the Company at terms similar to those set forth provided to third-party investors in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticesuch financing arrangement.

Preemptive Rights. Except (a) The Board of Managers shall have the authority to issue Company Securities in such amounts and at such purchase prices per Company Security as determined by the Board of Managers, subject to the extent limited or excluded by the shareholders provisions of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rightsthis Section 3.05 and Section 5.02(b). Subject to Section 3.05(f), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give deliver written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10an “Issuance Notice”) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during proposed issuance by the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence Company of this Section 3.3, less than ten (10) any Company Securities at least 20 days prior to the proposed issuance or sale date. The Issuance Notice shall specify the cash price at which such Company Securities are to be issued and the other material terms of the issuance. Subject to Section 3.05(e) following receipt of such noticeand Section 3.05(f), each Investor shall be entitled to purchase up to such Investor’s Percentage Interest of the Company Securities proposed to be issued, at the price and on the terms specified in the Issuance Notice. (b) An Investor shall deliver written notice of its election to purchase such Company Securities to the Company and each other Investor within 15 days of receipt of the Issuance Notice. Such delivery of notice (which notice shall specify the number (or amount) of Company Securities to be purchased by the Investor submitting such notice) to the Company shall constitute exercise by such Investor of its rights under this Section 3.05 and a binding agreement of such Investor to purchase, at the price and on the terms specified in the Issuance Notice, the number (or amount) of Company Securities specified in such Investor’s notice, and, in the case of S&N, any election made pursuant to Section 3.05(e). If, at the termination of such 15-day period, any Investor shall not have exercised its rights to purchase any of its pro rata percentage of such Company Securities, such Investor shall be deemed to have waived all of its rights under this Section 3.05 with respect to the right purchase of such Company Securities (but, for the avoidance of doubt, shall not have waived its rights with respect to any future purchase of Company Securities). To the extent that any Investor does not exercise its rights under the first and second sentences of this Section 3.05(b) in full, the Company shall provide the Investors who have elected to exercise their rights in full with the opportunity to purchase the remaining Company Securities which were the subject of the Issuance Notice (the “Remaining Securities”). In such event, such Investors may elect to purchase any or subscribe for its Pro Rata Portion all of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Remaining Securities; provided that each such electing Investor shall receive its proportionate share of the Remaining Securities based on the aggregate number of Company Securities such Investors as a group elect to purchase if such number is more than the number or amount of Remaining Securities. (ic) The Company shall have 90 days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it that the Investors have not elected to purchase pursuant to its response to at the Company’s notice, on the price and upon terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no that are not less favorable to the Company than those specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days from the date of the Issuance Notice. The closing of any purchase of such Company Securities that Investors have elected to purchase pursuant to such Issuance Notice shall take place at the same time as the issuance to non-Investors. (d) If the Investors have elected to purchase all of the Company Securities proposed to be issued at any one time pursuant to this Section 3.05, the consummation of such purchase shall take place as soon as practicable (but in no event more than 45 days) following the receipt of all notices from the Investors indicating such election; provided that if such purchase is subject to regulatory approval, such 45-day period shall be extended until the expiration of 5 Business Days after all such approvals have been received, but in no event later than 90 days following the receipt of such election notices. At the consummation of the issuance of such Company Securities, the Company shall issue the Company Securities to be purchased by each Investor exercising preemptive rights pursuant to this Section 3.05 registered in the name of such Investor, against payment by such Investor of the purchase price for such Company Securities as specified in the Issuance Notice. If the Company proposes to issue any Company Securities after such 45-day (or up to 90-day, as applicable) period (as it may be extended as provided above), it shall again comply with the procedures set forth in this Section 3.05. (e) Notwithstanding the notice delivered foregoing, in lieu of paying in cash the entire purchase price of any Company Securities that S&N has elected to purchase in any issuance of Company Securities pursuant to this Section 3.05, S&N may elect, in its sole discretion, to pay up to 25% of the aggregate purchase price of such Company Securities by Transferring to the Investors; Company debt obligations of the Company held by S&N in an aggregate principal amount equal to the portion of the aggregate purchase price that S&N has elected to pay pursuant to this Section 3.05(e). (f) Notwithstanding the foregoing, no Investor shall be entitled to purchase Company Securities as contemplated by this Section 3.05 in connection with issuances of (i) Company Securities to employees of the Company or any of its Subsidiaries pursuant to the Management Incentive Plan (and for the avoidance of doubt, Phantom Units pursuant to the Phantom Profits Interest Plan), (ii) Converted Common Units pursuant to conversion rights as set forth in Annex C, (iii) Preferred Units and OUS Units pursuant to the sale OUS Contribution Agreement, or (iv) Company Securities as consideration for any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction approved by the Board of Managers in accordance with the provisions of this Agreement. The Company shall not be obligated to consummate, nor be liable to any Investor if the Company has not consummated, any proposed issuance must close no more than ninety of Company Securities pursuant to this Section 3.05 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance. (90g) days after the proposed date included in the noticeThis Section 3.05 shall terminate upon consummation of an Initial Public Offering.

Preemptive Rights. (a) Except to in the extent limited or excluded by the shareholders case of Excluded Securities (as defined below), if the Company at proposes to issue or sell any general meeting shares of Common Stock or any securities convertible into, or exchangeable or exercisable for, any equity securities of the Company (the foregoing collectively, “Equity Securities”), to any person or entity (including, without limitation, any existing shareholder of the Company) in which case exchange for cash in a transaction that is exempt from the Investors will registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), then the Company shall first offer in writing (such writing, a “Preemptive Rights Notice”) to sell such Equity Securities, on the same terms and conditions as proposed by the Company to such person or entity, to each of the Sellers (each such Seller a “Participating Seller” and collectively the “Participating Sellers”). Each Participating Seller shall then have the right (but not have the obligation) (the “Preemptive RightsRight”) to purchase from the Company such amount of the Equity Securities that would enable the Participating Seller to maintain the percentage determined by dividing (a) the total number of shares of Common Stock (on a fully diluted and as converted basis) held by such Participating Seller immediately prior to the issuance, by (b) the Company’s entire number of issued and outstanding shares of Common Stock (on a fully diluted and as converted basis) immediately prior to the issuance (for each Participating Seller, its “Preemptive Pro Rata Portion”). All Equity Securities to be purchased by the Participating Sellers shall be purchased at the price and on the terms set forth in such Preemptive Rights Notice. “Excluded Securities” shall mean (i) shares of capital stock of the Company granted to employees, officers or directors of, or consultants to, the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, equity-based incentive compensation plans; (ii) any sale or issuance shares of such New Securities to any other Person must be on terms no less favorable to capital stock issued by the Company than those set forth to third parties (who are not affiliates of the Company) in the notice delivered to the Investorsconnection with an acquisition (or series of related acquisitions), strategic partnership, combination or merger; and (iii) shares of capital stock of the sale Company issued or issuance must close no more than ninety (90) days after issuable upon conversion of outstanding convertible securities on the proposed date included in the noticehereof.

Preemptive Rights. Except to the extent limited or excluded for any issuances of Shares by the shareholders of the Company at any general meeting of the Company (1) upon the exercise of duly authorized employee options, or (2) in connection with any merger or acquisition transaction with respect to which case the Investors will not have Preemptive RightsCompany is the surviving or acquiring company, in the event that the Company shall determine to issue Shares ("Shares to be Issued"), or debt or securities convertible into or exchangeable for, or any other options, rights or warrants to purchase, Shares to be Issued ("Rights for Shares"), to any Person, the Company hereby grants each Investor shall notify the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time Shareholders in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date writing of the proposed issuance, the number of Shares to be Issued or amount of Rights for Shares to be issued, the date on or about which such issuance or sale (or, if such notice period is not reasonably possible under to be consummated and the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material price and other terms and conditions of the proposed issuance or salethereof, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) at least 30 days prior to the proposed date for consummation of the issuance of such Shares to be Issued or sale date) following Rights for Shares. For a period of 20 days after the Shareholders' receipt of such noticethe notice referred to in the foregoing sentence, each Investor Shareholder shall have the right option to elect purchase, upon the same price, terms and conditions as such Shares to purchase be Issued or subscribe Rights for its Pro Rata Portion Shares are proposed to be issued to such Person(s), that number of such Shares to be issued or Rights for Shares as each such Shareholder shall require so as to adjust the number of New Securities Shares owned by such Shareholder, on a fully-diluted basis immediately after such issuance (and after giving effect to the proposed issuance to such other Person), to an aggregate number of Shares as represents as nearly as possible the same percentage of all of the fully-diluted Shares owned by such Shareholder immediately prior to such issuance. If a Shareholder exercises his, her or its purchase option under this Section 5.7(a), such Shareholder shall purchase such Shares to be Issued or Rights for Shares at the time of consummation of the issuance of Shares to be Issued or Rights for Shares to such Person(s). If a Shareholder fails to give written notice to the Company of the exercise of his, her or its purchase or option under this Section 5.7(a) within the 20-day period, such Shareholder shall be deemed to have waived such purchase option as to such issuance, provided that such issuance price and upon is completed within 90 days after the terms and conditions expiration of such 20-day period. Notwithstanding anything to the contrary set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company this Agreement, this Section 5.7(a) shall be free to complete the proposed issuance of no further force or sale effect at such time as any class of New Securities; provided that (i) equity securities of the Company sells or issues to each Investor (or its Permitted Transferees) any New is registered under the Securities it elected to purchase pursuant to its response to the Company’s noticeExchange Act of 1934, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeas amended.

Preemptive Rights. Except to (a) Until the extent limited or excluded by date on which the shareholders of Purchaser’s Purchaser Percentage Interest is less than five percent (5%), if the Company at any general meeting time or from time to time makes a Qualified Equity Offering, each of the eligible Purchasers shall be afforded the opportunity to acquire from the Company, for the same price and on the same terms as such securities are proposed to be offered to others, in the aggregate up to the amount of New Stock required to enable it to maintain its Purchaser Percentage Interest determined prior to the Qualified Equity Offering. The Purchasers at the Closing shall be treated collectively for the purposes of determining the applicable Purchaser Percentage Interest which they shall be entitled to maintain hereunder. (i) In the event the Company intends to make a Qualified Equity Offering that is an underwritten public offering or a private offering of convertible notes or convertible preferred stock made to financial institutions for resale pursuant to Rule 144A, no later than three (3) Business Days after (x) the initial filing of a registration statement with the SEC with respect to such underwritten public offering or (y) in which the case of an offering relating to an existing “shelf” registration statement, the Investors will commencement of marketing with respect to such Qualified Equity Offering, it shall give each Purchaser written notice of its intention (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed in respect of such offering) describing, to the extent then known, the anticipated amount of securities, range of prices, timing and other material terms of such offering. Each Purchaser shall have three (3) Business Days from the date of receipt of any such notice to notify the Company in writing that it intends to exercise such preemptive purchase rights and as to the amount of New Stock such Purchaser desires to purchase, up to the maximum amount calculated pursuant to Section 5.1(a) (the “Designated Stock”). Such notice shall constitute a non-binding indication of interest of such Purchaser to purchase the Designated Stock so specified at the range of prices and other terms set forth in the Company’s notice to it. The failure of a Purchaser to respond during such three (3) Business Day period shall, solely with respect to the Purchaser who fails to respond, constitute a waiver of the preemptive rights only in respect of such offering. (ii) If the Company proposes to make a Qualified Equity Offering that is not have Preemptive Rightsan underwritten public offering or a private offering of convertible notes or convertible preferred stock made to financial institutions for resale pursuant to Rule 144A (a “Private Placement”), the Company hereby grants shall give each Investor Purchaser written notice of its intention, describing, to the rightextent then known, subject to applicable Law to purchase its Pro Rata Portion the anticipated amount of any New Securities securities, price and other material terms upon which the Company proposes to sell or issue for cash offer the same. Each Purchaser shall have three (3) Business Days from time to time in excess the date of receipt of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in required by the immediately preceding sentence to notify the Shareholder Company in writing that it intends to exercise such preemptive purchase rights and each Investor at least ten (10) days prior as to the date amount of Designated Stock such Purchaser desires to purchase, up to the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Thresholdmaximum amount calculated pursuant to Section 5.1(a). Such notice shall constitute the binding agreement of such Purchaser to purchase the amount of Designated Stock so specified (or a proportionately lesser amount if the amount of New Stock to be offered in such Private Placement is subsequently reduced) upon the price and other terms set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if in the Company’s notice was sent, to it. The failure of a Purchaser to respond during the three (3) Business Day period referred to in accordance with the second preceding sentence of this Section 3.3shall, less than ten (10) days prior solely with respect to the proposed issuance or sale date) following receipt Purchaser who fails to respond, constitute a waiver of the preemptive rights in respect of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the noticeoffering only. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response As a condition to the Company’s noticeobligation to provide the notice required in this paragraph, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable except to the Company than those set forth in extent required by applicable law, each Purchaser shall maintain the notice delivered confidentiality of the proposed Private Placement until such time as such Private Placement is publicly announced or otherwise abandoned by the Company, regardless of whether such Purchaser intends to exercise its preemptive rights with respect to the Investors; and (iii) the sale or issuance must close Private Placement, provided, however, that in no event shall this obligation apply to Purchaser for more than ninety (90) days after following the proposed date included of delivery to Purchaser of such notice by the Company. (c) (i) If a Purchaser exercises its preemptive purchase rights provided in Section 5.1(b)(ii), the closing of the purchase of the New Stock with respect to which such right has been exercised shall be conditioned on the consummation of the Private Placement giving rise to such preemptive purchase rights and shall take place simultaneously with the closing of the Private Placement or on such other date as the Company and such Purchaser shall agree in writing; provided that the actual amount of Designated Stock to be sold to such Purchaser pursuant to its exercise of preemptive rights hereunder shall be reduced if the aggregate amount of New Stock sold in the noticePrivate Placement is reduced and, at the option of such Purchaser (to be exercised by delivery of written notice to the Company within three (3) Business Days of receipt of notice of such increase), shall be increased if such aggregate amount of New Stock sold in the Private Placement is increased. In connection with its purchase of Designated Stock, each Purchaser shall execute all applicable documents and agreements with respect to such transaction in form and substance reasonably satisfactory to the Company containing representations, warranties and agreements of the Purchaser that are customary for such private placement transactions.

Preemptive Rights. Except to After the extent limited or excluded by the shareholders of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights)date hereof, the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give prior written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date Purchaser of the proposed issuance private placement of any Capital Stock or sale other equity securities by the Company for cash, other than (ori) issuances pursuant to the Company's equity compensation or stock option plans and (ii) issuances pursuant to the Rights Plan (each a "New Issuance") at a price below $6.20 per share (with appropriate adjustment made for any stock dividend, if such notice period is not reasonably possible under split-up or subdivision or any combination or reclassification made or effected subsequent to the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights ThresholdClosing Date). Such notice shall set forth (specify the number and class of securities to be issued, the rights, terms and privileges thereof and the price at which such securities will be issued. By written notice to the extent known) Company given within 15 Business Days of being notified of such New Issuance, the material Purchaser shall be entitled to purchase all, but not less than all, of the Capital Stock or other securities contemplated by the New Issuance; provided, however, that the Purchaser shall not have any right to purchase securities pursuant to this Section 5.7 if, prior to a sale of securities to the Purchaser pursuant to this Section 5.7, such securities would be required to be registered under the Act; provided further that if the Purchaser does not timely notify the Company of its election to purchase all of the New Issuance on the terms specified in the foregoing notice, or unless the Company or the placement agent for the New Issuance reasonably believes that including the Purchaser in the group of investors for the New Issuance will materially adversely affect the Company's ability to consummate the New Issuance on the terms specified in such notice, then the Purchaser shall be permitted to invest in the New Issuance in such amount to be reasonably determined in good faith by the Company. The closing of any purchase pursuant to this Section 5.7 shall be held at the time and place of the closing of, and on the same terms and conditions of the proposed issuance or sale, including the proposed manner of dispositionas, the number New Issuance, or amount at such other time and description of place as the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior parties to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor transaction may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeagree.

Preemptive Rights. Except (a) If, at any time prior to the extent limited consummation of an Extraordinary Event or excluded by the shareholders of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights)a Conversion Event, the Company hereby grants desires to issue any equity securities to any third party or parties other than in connection with such Extraordinary Event or PO, the Company shall promptly deliver a written notice (the “Preemptive Right Notice”) to each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of setting forth a proposed issuance or sale described in the preceding sentence to the Shareholder description and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares equity securities proposed to be issued or sold, the proposed issuance or sale dateissued, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion the terms of such New Securitiesissuance. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following Upon receipt of such noticethe Preemptive Right Notice, each Investor shall have the right to elect to purchase or subscribe for its Pro purchase, at the price and on the terms stated in the Preemptive Right Notice, up to such Investor’s Pro-Rata Portion Share of such securities. Such election shall be made by written notice to the Company within thirty (30) calendar days after receipt by such Investor of the Preemptive Right Notice (the “Acceptance Period”), whereupon the Company shall promptly sell and such Investor shall buy, upon the terms specified, the number of New Securities at securities agreed to be purchased by such Investor. In the purchase or issuance price and upon the terms and conditions set forth in the notice. Each event that less than all Investors choose to exercise such preemptive right, no Investor may transfer its rights shall have any right to make such purchase subscribe to any of its Permitted Transferees. additional securities to be issued. (b) The Company shall be free at any time during a period of ninety (90) days following the expiration of the applicable Acceptance Period to complete offer and sell to any third party or parties the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance number of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be securities not purchased by the Investors at a price and on payment terms no less favorable to the Company than those set forth specified in the notice delivered to the InvestorsPreemptive Right Notice; and (iii) the provided, however, that if such third-party sale or issuance must close no more than sales are not consummated within such ninety (90) days after day period, the proposed date included Company shall not thereafter issue or sell such securities without again complying with this Section 5. (c) The preemptive rights contained in this Section 5 shall not apply to equity securities issued or sold (i) as a stock dividend or upon any subdivision, split or combination of the outstanding shares of capital stock, (ii) pursuant to subscriptions, warrants, options, convertible securities, convertible notes or other rights that are disclosed in the noticeMemorandum as being issued or outstanding on the date thereof, (iii) pursuant to the grant of options, or the exercise of options, to purchase equity securities granted to directors, officers, employees or consultants of the Company in connection with their service to the Company, and pursuant to the Company’s 1998 Stock Option Plan, subject to limitations imposed by the Company’s Board of Directors (appropriately adjusted to reflect stock splits, stock dividends, combinations of shares and the like), (iv) pursuant to the issuance and/or exercise of the Placement Agent’s warrants issued in connection with the Offering, and the issuance of such warrants, and any similar warrants issued in connection with any future financing, (v) in connection with any merger, acquisition, business combination or other reorganization, (vi) in connection with equity issuances to strategic or institutional investors, as determined by the Placement Agent and the Company’s Board of Directors, and (vii) in connection with the issuance of any so-called “equity kickers” to banks or institutional investors. (d) Notwithstanding anything contained herein to the contrary, the preemptive rights set forth in this Section 5 may be waived by a written waiver duly executed by Investors holding more than fifty (50%) percent of the total number of shares of Series A Preferred Stock held by all Investors at the time of such waiver.

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

Preemptive Rights. Except (a) Subject to the extent limited or excluded by terms and conditions of this Section 12(a) and the shareholders applicable securities laws, the Company may not, and shall not permit any Subsidiary of the Company at to, issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any general meeting equity securities or rights, warrants, options or other securities exercisable for or convertible into Capital Stock of the Company or of any Subsidiary of the Company (in which case excluding ordinary course compensatory grants of equity securities to directors or officers of the Investors will not have Preemptive Rights)Company or its Subsidiaries) (collectively, the “Preemptive Securities”) to any person unless the Company hereby grants each Investor also offers to the right, subject to applicable Law to purchase its holders of Registrable Securities a “Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess Share” (as defined below) of the Preemptive Rights ThresholdSecurities on the same terms and conditions as proposed to be sold to such person. The Company Any such offer to a holder of Registrable Securities shall give written notice by its terms remain open and irrevocable for a period of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) business days prior from the date that it is delivered by the Company. Each holder of Registrable Securities may elect to purchase all or any portion of such holder’s Pro Rata Share of the Preemptive Securities. Notwithstanding anything contained herein to the date contrary, if the Company issues, agrees to issue, sells or exchanges, or reserves or sets aside for issuance any Preemptive Securities in connection with the issuance of any debt or other equity securities of the proposed issuance Company or sale (orany of its subsidiaries, then each holder of Registrable Securities, if such holder elects to purchase such Preemptive Securities pursuant to this Section 12(a), must also purchase a corresponding proportion of such other debt or equity securities, all at the proposed purchase price and on terms of sale as specified in the offer. Such election shall be made by holder of Registrable Securities by written notice to the Company as soon as practical but in any event within the period is not reasonably possible under in which the circumstancesoffer remains open and irrevocable as provided above. For purposes hereof, such prior notice as is reasonably possible) in excess the holder’s “Pro Rata Share” of the Preemptive Rights Threshold. Such notice Securities shall be determined as follows: the total number of Preemptive Securities, multiplied by a fraction (i) the numerator of which is the number of shares of Common Stock then held by the holder of Registrable Securities or its permitted transferees or then subject to this or any other outstanding equity award held by the holder of Registrable Securities or its permitted transferees, and (ii) the denominator of which is the number of shares of Common Stock then outstanding (on a fully diluted basis). (b) The rights set forth in Section 12(a) shall expire upon the earlier to occur of (i) the Investor ceasing to hold shares of Common Stock (including, for this purpose, shares of Common Stock subject to the extent knownGrant Agreements or any other outstanding equity award) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten representing at least three percent (103%) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at shares of Common Stock then outstanding (including any shares of Common Stock subject to the purchase or issuance price Grant Agreement), and upon (ii) the terms and conditions fourth anniversary of the date of this Agreement (on a fully diluted basis). (c) The rights set forth in the notice. Each Investor may transfer its rights this Section 12(a) shall not be applicable to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells Exempted Securities, and (ii) shares of Common Stock issued, or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to issuable upon conversion, in an underwritten offering of the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities securities pursuant to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticean effective registration statement.

Preemptive Rights. Except a. If the Company proposes to issue any shares of Company Common Stock (including issuances of shares of Company Common Stock pursuant to exchangeable or convertible securities of the Company or other securities exercisable for shares of Company Common Stock (upon exercise or in accordance with the terms thereof)) or any other securities of the Company carrying voting rights that are entitled to vote together with Company Common Stock (collectively, “New Securities”), Aflac shall have the right to purchase and acquire up to such number of shares of Company Common Stock that would allow Aflac to maintain Beneficial Ownership of the issued and outstanding shares of Company Common Stock, after giving effect to the issuance of the applicable New Securities, that is no less than Aflac’s Pre-Issuance Ownership Percentage (such shares, the “Preemptive Rights Shares”); provided, however, that, subject to Section 3.1(g), Aflac shall not have this purchase and acquisition right to the extent limited that an issuance of the Preemptive Rights Shares to Aflac would require approval of the shareholders of the Company pursuant to Rule 5635 of the NASDAQ Listing Rules or excluded any successor rule thereof (the “NASDAQ Rule”), unless such shareholder approval is obtained. Notwithstanding the foregoing, to the extent the Company issues securities, other than Company Common Stock, that are exchangeable for, or convertible into, or otherwise exercisable for, shares of Company Common Stock, Aflac shall only be entitled to exercise its right to purchase Preemptive Rights Shares pursuant to this Section 3.1 concurrently with, or as promptly as practicable following, the issuance of the shares of Company Common Stock underlying such securities. b. In the case of an issuance of New Securities which are exchangeable for, or convertible into, or otherwise exercisable for, shares of Company Common Stock, the Company shall, prior to or concurrently with such issuance of New Securities, deliver a written notice to Aflac (the “Pre-Notice”) (i) stating the Company’s intention to issue such securities, (ii) stating the amount of such securities that the Company proposes to issue in the aggregate and, correspondingly, the number of Preemptive Rights Shares that Aflac could be entitled to purchase or acquire in the future, (iii) informing Aflac that it may have a future right to elect to purchase such Preemptive Rights Shares, which right shall be exercisable upon delivery of a Preemptive Rights Notice (defined below) and (iv) stating the price of such Preemptive Rights Shares based on the issuance price of such New Securities (or if such prices are not clearly identifiable, the formula for determining the price upon exchange, conversion or exercise or, if no such formula is available, such effective price per share as is reasonably determined by the Company in good faith). The Company shall provide the right contemplated by Section 3.1(a) to Aflac by delivering a written notice to Aflac (the “Preemptive Rights Notice”) stating (i) in the case of an issuance of shares of Company Common Stock, (x) the Company’s intention to issue New Securities, (y) the amount of such New Securities that the Company proposes to issue in the aggregate and, correspondingly, the number of Preemptive Rights Shares that Aflac is entitled to purchase or acquire and (z) the price of such New Securities (or (1) if such prices are not clearly identifiable, such effective price per share as is reasonably determined by the Company in good faith or (2) in the case of issuances of restricted stock, the fair market value of such restricted stock as determined by the Company in the ordinary course in connection with such issuance) and (ii) in the case of an issuance of Company Common Stock upon the exchange, conversion, or exercise of New Securities described in a Pre-Notice, the amount of such securities that will or have been exchanged, converted or exercised for Company Common Stock and the resulting number of Preemptive Rights Shares that Aflac is entitled to purchase and acquire. Within five (5) Business Days following the delivery of the Preemptive Rights Notice by the Company to Aflac, Aflac may, by delivery of a written notice of acceptance to the Company (the “Acceptance Notice”), elect to purchase all, or any portion, of the Preemptive Rights Shares that Aflac is then entitled to purchase and acquire pursuant to this Section 3.1 for the price (or the price determined by application of any applicable formula) indicated in the Pre-Notice or the Preemptive Rights Notice, as applicable. The delivery of the Acceptance Notice shall be evidence of Aflac’s irrevocable commitment to purchase the number of Preemptive Rights Shares indicated in the Acceptance Notice for the price indicated in the Pre-Notice or the Preemptive Rights Notice, as applicable, and the consummation of the sale and purchase of the Preemptive Rights Shares shall occur concurrently with or as promptly as practicable following the Company’s issuance of the corresponding New Securities. c. Notwithstanding anything in this Section 3.1 to the contrary, if the amount of New Securities to be issued is for any reason less than the amount that was initially proposed to be issued as indicated in the Preemptive Rights Notice, the Company may (whether before or after Aflac has delivered an Acceptance Notice to the Company) decrease the number of Preemptive Rights Shares that Aflac is entitled to purchase and acquire pursuant to this Section 3.1 to an amount not less than the amount necessary to allow Aflac to maintain (but not exceed) its Pre-Issuance Ownership Percentage after giving effect to the issuance of the applicable New Securities. d. Notwithstanding anything in this Section 3.1 to the contrary, if the amount of New Securities to be issued is for any reason greater than the amount that was initially proposed to be issued as indicated in the Preemptive Rights Notice, Aflac may, by delivery of an Acceptance Notice (whether or not Aflac has previously delivered an Acceptance Notice to the Company), increase the number of Preemptive Rights Shares it elects to purchase and Aflac elects to acquire pursuant to this Section 3.1 to an amount not less than the amount necessary to allow Aflac to maintain (but not exceed) its Pre-Issuance Ownership Percentage after giving effect to the issuance of the applicable New Securities. e. Notwithstanding anything in this Section 3.1 to the contrary, Section 3.1(a) shall not apply, and the Company shall have no obligation to sell, and Aflac shall have no right to purchase from the Company and no right to acquire, any shares of Company Common Stock or any other securities of the Company, if the Company proposes to issue New Securities: i. pursuant to any employee benefits or other compensation plan approved by the Company Board and the shareholders of the Company; ii. in connection with any strategic transaction by the Company, whether involving a merger, consolidation, acquisition of assets, sale or exchange of stock, joint venture, other business combination, commercial agreement or otherwise, in each case, pursuant to which any such New Securities are being issued as consideration therefor; iii. issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Company Board; iv. upon any stock dividend, stock split or other pro rata distribution, subdivision or combination of securities or other recapitalization of the Company; v. pursuant to any direct stock purchase and dividend reinvestment plan (or any similar successor plan) of the Company; or vi. pursuant to the terms of a “poison pill” or other similar shareholder rights plan approved by the Company Board. f. Upon the Company’s issuance of any Preemptive Rights Shares, such Preemptive Rights Shares shall be (i) validly issued, fully paid and nonassessable and (ii) duly authorized by all necessary corporate action of the Company. g. In the event that the Company proposes an issuance of New Securities and the full number of Preemptive Rights Shares that would be issued to Aflac pursuant to Section 3.1(a) in connection with such issuance of New Securities would exceed the amount that the Company could issue to Aflac without shareholder approval pursuant to the NASDAQ Rule (a “Shareholder Approval Issuance”), the Company shall use its reasonable best efforts to obtain approval for such Preemptive Rights Shares by the shareholders of the Company at any general meeting of for the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject issuance to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess Aflac of the Preemptive Rights Threshold. The Shares (it being understood that no Shareholder Approval Issuance will be conditioned on the receipt of approval for issuance to Aflac of the applicable Preemptive Rights Shares); provided that, if shareholder approval of the issuance to Aflac is not obtained, the applicable number of Preemptive Rights Shares shall automatically be decreased to one share of Company shall give written notice of a proposed issuance or sale described in the preceding sentence Common Stock less than as would require shareholder approval pursuant to the Shareholder and each Investor at least ten (10) days prior NASDAQ Rule. h. Notwithstanding anything to the date of the proposed issuance or sale (orcontrary, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice this Article III shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period terminate if the Company’s notice was sent, Strategic Alliance Agreement has been terminated in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeterms.

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

Preemptive Rights. (a) Except in the case of Excluded Securities, the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Securities unless the Company shall have first offered (the "Preemptive Offer") to sell such Securities to the Company's Shareholders on the terms set forth herein. Each Shareholder shall have a preemptive right to purchase up to such Shareholder's Common Equity Percentage of such Securities. Each Shareholder may assign all or any part of its rights and responsibilities with respect to such Offer (as defined below) to an Affiliate. Such Affiliate or Affiliates which are such assignees shall thereafter be deemed to be such assigning Shareholder (to the extent limited or excluded by of such assignment) for purposes of applying this Section 3 to such Preemptive Offer. Each such Affiliate shall agree in writing, as a condition to such assignment, to execute a Counterpart in the shareholders event of the a purchase of Securities pursuant to such assignment. (b) The Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants shall deliver to each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess Shareholder written notice of the Preemptive Rights ThresholdOffer, specifying the price and terms and conditions of the offer, including without limitation, the minimum and maximum limits on the amount of Securities proposed to be sold by the Company pursuant to the offer (the "Offer"), and the Common Equity Percentage applicable to the Shareholder receiving such notice. The Preemptive Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from the date such notice is given (the "30-Day Period"). (c) If a Shareholder desires to purchase Securities pursuant to the Preemptive Offer, such Shareholder shall evidence his or its intention to accept the Preemptive Offer by delivering a written notice to the Company, signed by the Shareholder, setting forth the percentage of the Securities (not exceeding such Shareholder's Common Equity Percentage of such Securities) that the Shareholder elects to purchase (the "Notice of Acceptance"). Provided the minimum number of Securities set forth in the Preemptive Offer has been sold after conclusion of all procedures set forth in this Section 3, then, upon closing of the Preemptive Offer, each Shareholder shall be obligated to buy the percentage set forth in such Shareholder's Notice of Acceptance times the number of Securities being sold at such closing. The Company shall not be permitted to sell at such closing (or any subsequent closing with respect to which the procedures set forth in this Section 3 have not again been followed, except as provided in this Section 3) more than the maximum number of Securities set forth in the Preemptive Offer. The Notice of Acceptance must be given, if at all, prior to the end of the 30-Day Period. Within five (5) days following the end of the 30-Day Period, the Company shall give written notice (the "Notice of Refused Securities") to the Shareholders setting forth the percentage of Securities for which a proposed issuance or sale described Notice of Acceptance was not received (the "Refused Securities"). (d) If the Shareholders give Notices of Acceptance to the Company prior to the end of the 30-Day Period indicating their intention to purchase, in the preceding sentence aggregate, less than the maximum amount of Securities set forth in the Preemptive Offer, each Shareholder giving a Notice of Acceptance ("Accepting Shareholders") shall be entitled to purchase by an additional Notice of Acceptance given to the Shareholder and each Investor at least Company within ten (10) days after the date the Notice of Refused Securities is given (the "10-Day Period"), that proportion of the Refused Securities which the Common Equity Percentage of such Accepting Shareholder (prior to the date Offer) bears to the Common Equity Percentage of all Accepting Shareholders. (e) If the Shareholders give Notices of Acceptance prior to the end of the proposed issuance 30-Day Period or sale (or10-Day Period, if such notice period is not reasonably possible under as applicable, indicating their intention to purchase, in the circumstancesaggregate, such prior notice as is reasonably possible) at least the minimum amount of Securities set forth in excess the Preemptive Offer, the Company shall schedule a closing of the Preemptive Rights Thresholdsale of the Securities to occur on a date not more than sixty (60) days nor less than twenty (20) days after the termination of the 30-Day Period or 10-Day Period, as applicable. Such notice Upon the closing of the sale of the Securities, each Accepting Shareholder shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Offer. (f) Regardless of whether the Shareholders tender Notices of Acceptance pursuant to subsection (c) and (d) of this Section 3 for at least the minimum amount of Securities set forth in the Offer within the 30-Day Period or the 10-Day Period, as applicable, any remaining Refused Securities may be sold for a period of ninety (90) days after the expiration of the 30-Day Period or 10-Day Period, as applicable (the "90-Day Period"), to any other Person or Persons (including without limitation, executive officers of the extent known) the material Company), upon terms and conditions which are in all material respects (including without limitation, price, form of consideration, payment period and interest rates) the same as those set forth in the Preemptive Offer. The closing of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during Refused Securities (which shall include full payment to the ten (10) day period (Company in cash or such shorter period if the Company’s notice was sent, notes in accordance with the second sentence terms of such offer (the "Outside Offer")) shall take place not more than thirty (30) days after the expiration of such 90-Day Period and not less than twenty (20) days after notice of said closing shall have been given by the Company to each Accepting Shareholder. In the event Accepting Shareholders gave Notices of Acceptance for less than the minimum number of Securities set forth in the Preemptive Offer, provided the Refused Securities agreed to be purchased plus the Securities for which Accepting Shareholders gave Notices of Acceptance exceeds such minimum, then at the same time as the closing of the sale of Refused Securities, each Accepting Shareholder shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Preemptive Offer. (i) If at least the minimum amount of the Securities set forth in the Preemptive Offer and the Outside Offer are not agreed to be purchased within the 90-Day Period, the Company may rescind all Notices of Acceptance tendered by Shareholders by providing written notice of such rescission to each Accepting Shareholder and the Company shall not sell any Securities pursuant to the Outside Offer. (ii) Any Securities as to which Notices of Acceptance are rescinded, and any Refused Securities not purchased in the Outside Offer may not be sold or otherwise disposed of until they are again offered to the Shareholders under the procedures specified in subsections (a) through (g) hereof. (h) The transferability of Securities purchased by any Shareholder or other Person pursuant to this Section 3.3, less than ten (10) days prior 3 shall be subject to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights this Agreement and any Person who is not then a Shareholder and who purchases Securities shall execute a Counterpart as a condition precedent to make such purchase to any of its Permitted Transfereespurchase. The Company obligation of any Shareholder to purchase such Securities is further conditioned upon the preparation of a purchase agreement embodying the terms of the Preemptive Offer or Outside Offer which shall be free reasonably satisfactory in form and substance to complete the proposed issuance Company and its counsel, and such Shareholder or sale of New Securities; provided that other purchaser and such Shareholder's or other purchaser's counsel. (i) The Shareholders hereby waive any preemptive rights that they may have in connection with the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected grant of options to purchase pursuant 1,918 shares of Common Stock at $0.01 per share to its response a consultant as of July 1, 2001 and the grant of options to purchase up to 9,200 shares of Common Stock at $71.00 per share to management employees on November 27, 2001. The Board of Directors determined that these exercise prices were not less than the Company’s notice, fair market value of the Common Stock on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticerespective grant dates.

Preemptive Rights. Except (a) Prior to a Public Offering, in the extent limited event that the Company or excluded by the shareholders any Member of the Company at Group (or any general meeting of successor thereto) proposes to (i) issue or sell any Additional Company Securities or (ii) accept any debt financing being provided to the Company (in which case the Investors will not have Preemptive Rights)by any Member or any of its Affiliates, the Company hereby grants each Investor the rightshall, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less no later than ten (10) days prior to the consummation of such transaction (a “Preemptive Rights Transaction”) give notice in writing (the “Preemptive Offer Notice”) to each Class A Member of such Preemptive Rights Transaction. The Preemptive Offer Notice shall describe the proposed Preemptive Rights Transaction, and contain an offer (the “Preemptive Rights Offer”) to sell to each Class A Member, at the price and for the consideration (which shall be at the same price and on the same terms and conditions applicable in the Preemptive Rights Transaction purchase) described in the Preemptive Offer Notice, all or part of such Class A Member’s pro-rata portion of the Additional Company Securities or debt financing (which shall be based upon the Class A Percentage of such Class A Member). Each such Class A Member may participate in such proposed issuance or sale dateby delivering irrevocable written notice (a “Preemptive Rights Commitment Notice”) following receipt of such notice, each Investor its commitment to participate in the proposed issuance to the Company within the time limit (which 7 NTD: TBD. shall have the right be no less than 15 Business Days) and according to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the noticePreemptive Offer Notice. Each Investor may transfer its rights Class A Member’s Preemptive Rights Commitment Notice must indicate the amount of the additional Capital Contribution or debt financing such Class A Member elects to make with respect to the proposed issuance; provided that without the prior approval of the Board, no Class A Member may purchase a number of Additional Company Securities or participate in such purchase to any debt financing in excess of the amount indicated as its Permitted Transfereesapplicable share in its respective Preemptive Offer Notice. The Company shall provide written notice to each Class A Member who has submitted a Preemptive Rights Commitment Notice establishing the date of the new issuance and the procedures for making such Capital Contributions or participating in such debt financing. Notwithstanding the foregoing, if a Class A Member fails to purchase all Additional Company Securities offered to it in a Preemptive Rights Offer delivered by the Company in connection with a Preemptive Rights Transaction on two occasions, such Class A Member shall thereafter cease to have any rights pursuant to this Section 7.07(a). The rights of a Class A Member under this Section 7.07(a) shall be free assignable to complete the proposed issuance or sale of New Securities; provided that a Permitted Transferee. (b) This Section 7.07 shall not apply to (i) the Company sells or issues to each Investor (or its Permitted Transferees) issuances of any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.Incentive Units,

Preemptive Rights. Except In addition to its other rights under this Agreement, WXXX shall have a preemptive right during the extent limited or excluded by the shareholders term of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject this Agreement to applicable Law to purchase its Pro Rata Portion of any New acquire such Equity Securities the Company proposes to sell or issue for cash as may be issued from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence terms of this Section 3.3Agreement. Such preemptive right shall apply with respect to all Equity Securities issued by TomoTherapy after the effective date of this Agreement, less than ten (10) days prior whether such additional Equity Securities constitute a part of the Equity Securities presently or subsequently authorized or constitute Equity Securities held in the treasury of TomoTherapy but its preemptive right shall not apply to the proposed issuance grant of stock options or sale date) following receipt of Equity Securities to employees, directors and officers in connection with services rendered to TomoTherapy by such notice, each Investor persons or to those Equity Securities for which WXXX receives additional Shares under the anti-dilution provisions set forth in Section 2A(ii). WXXX shall have the right to elect acquire Equity Securities of the type being issued in an amount equal to purchase or subscribe for its Pro Rata Portion of WXXX’x Share percentage immediately before the issuance multiplied by the number of New Equity Securities at the purchase of that type that are to be issued to all persons or issuance price and upon the entities pursuant to that issuance. The terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of WXXX’x exercise of its Permitted Transferees. The Company preemptive rights, including the consideration to be paid for such Equity Securities, shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to WXXX than the Company than those set forth in the notice delivered most favorable terms and conditions offered to any other shareholder or prospective shareholder with respect to the Investors; and (iii) Equity Securities then being issued. WXXX may, at its option, exercise such preemptive rights to some or all of the sale Shares or issuance must close no more than ninety (90) days after the proposed date included in the notice.other Equity Securities to which it has preemptive rights under this Section 7B.

Preemptive Rights. Except to the extent limited or excluded by the shareholders of the Company In case at any general meeting of the Company (in which case the Investors will not have Preemptive Rights)time on or before June 30, 2010, the Company hereby grants each shall sell or otherwise issue to any Person any Equity Securities (as defined below), other than any Exempted Issuances (as defined below), and so long as the Investor and its Affiliates, in the aggregate, beneficially own a number of shares of Common Stock representing greater than 5% of the Common Stock Deemed Outstanding (as defined below) as of such date, the Company shall offer to the Investor the right, subject at the same price as that paid, or to applicable Law be paid by the other Person who participated or will participate in such sale or other issuance, to purchase its Pro Rata Portion the amount of any New such Equity Securities equal to the product of (x) the total amount of such Equity Securities sold or otherwise issued and (y) a fraction, the numerator of which is the number of Investor Shares (as defined below) immediately prior to such sale of Equity Securities and the denominator of which is the number of shares of Common Stock Deemed Outstanding immediately prior to the sale of Equity Securities. Such offer shall be made by written notice (the “Preemptive Rights Notice”) of the Company proposes to sell the Investor, which Preemptive Rights Notice may be delivered prior to, but in any event shall not be delivered any later than, five days after the date of the closing of such sale or issue other issuance of Equity Securities and shall set forth the Equity Securities sold or otherwise issued or to be sold or otherwise issued, the price per Equity Security at which such Equity Securities were sold or otherwise issued or will be sold or otherwise issued, and the number of Equity Securities which the Investor shall have the opportunity to purchase pursuant hereto. The Investor shall be entitled for cash from time to time in excess a period of 10 days after the date of the Preemptive Rights ThresholdNotice to exercise its rights hereunder. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date Such rights may only be exercised for all of the proposed issuance or sale (or, if such notice period Equity Securities the Investor is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor entitled to purchase or subscribe for its Pro Rata Portion hereunder and shall be exercised by wire transfer of such New Securities. At any time during immediately available funds to an account designated by the ten Company (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions as set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete Preemptive Rights Notice) and the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable delivery to the Company than those set forth in of duly and properly executed originals of any documents reasonably required by the notice delivered Company, all by the later of the expiration of such 10 day period and the closing date of such sale or other issuance of Equity Securities. Any purchase of Equity Securities by the Investor pursuant hereto shall be made only of a whole number of Equity Securities, not of any fraction of Equity Securities, and any fraction shall be rounded up or down, as appropriate, to the Investorsnearest whole number. For purposes hereof, “Common Stock Deemed Outstanding” as of any date shall mean the number of shares of Common Stock then actually issued and outstanding; “Equity Securities” means any equity securities of the Company, whether now or hereafter authorized, and any Options or Convertible Securities of the Company; “Exempted Issuances” means (iiiA) issuances of Options of the sale Company, restricted stock grants or issuance must close no more than ninety any other similar equity compensation arrangements pursuant to a Company Stock Award Plan approved by the Company Board for officers, employees or consultants of the Company or any Subsidiary (90) days after the proposed date included in the notice.B)

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

Preemptive Rights. Except (a) The Board of Managers shall have the authority to issue Company Securities in such amounts and at such purchase prices per Company Security as determined by the Board of Managers, subject to the extent limited or excluded by the shareholders provisions of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rightsthis Section 3.05 and Section 5.02(b). Subject to Section 3.05(f), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give deliver written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10an “Issuance Notice”) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during proposed issuance by the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence Company of this Section 3.3, less than ten (10) any Company Securities at least 20 days prior to the proposed issuance or sale date. The Issuance Notice shall specify the cash price at which such Company Securities are to be issued and the other material terms of the issuance. Subject to Section 3.05(e) following receipt of such noticeand Section 3.05(f), each Investor shall be entitled to purchase up to such Investor’s Percentage Interest of the Company Securities proposed to be issued, at the price and on the terms specified in the Issuance Notice. (b) An Investor shall deliver written notice of its election to purchase such Company Securities to the Company and each other Investor within 15 days of receipt of the Issuance Notice. Such delivery of notice (which notice shall specify the number (or amount) of Company Securities to be purchased by the Investor submitting such notice) to the Company shall constitute exercise by such Investor of its rights under this Section 3.05 and a binding agreement of such Investor to purchase, at the price and on the terms specified in the Issuance Notice, the number (or amount) of Company Securities specified in such Investor’s notice, and, in the case of S&N, any election made pursuant to Section 3.05(e). If, at the termination of such 15-day period, any Investor shall not have exercised its rights to purchase any of its pro rata percentage of such Company Securities, such Investor shall be deemed to have waived all of its rights under this Section 3.05 with respect to the right purchase of such Company Securities (but, for the avoidance of doubt, shall not have waived its rights with respect to any future purchase of Company Securities). To the extent that any Investor does not exercise its rights under the first and second sentences of this Section 3.05(b) in full, the Company shall provide the Investors who have elected to exercise their rights in full with the opportunity to purchase the remaining Company Securities which were the subject of the Issuance Notice (the “Remaining Securities”). In such event, such Investors may elect to purchase any or subscribe for its Pro Rata Portion all of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Remaining Securities; provided that each such electing Investor shall receive its proportionate share of the Remaining Securities based on the aggregate number of Company Securities such Investors as a group elect to purchase if such number is more than the number or amount of Remaining Securities. (ic) The Company shall have 90 days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it that the Investors have not elected to purchase pursuant to its response to at the Company’s notice, on the price and upon terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no that are not less favorable to the Company than those specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days from the date of the Issuance Notice. The closing of any purchase of such Company Securities that Investors have elected to purchase pursuant to such Issuance Notice shall take place at the same time as the issuance to non-investors. (d) If the Investors have elected to purchase all of the Company Securities proposed to be issued at any one time pursuant to this Section 3.05, the consummation of such purchase shall take place as soon as practicable (but in no event more than 45 days) following the receipt of all notices from the Investors indicating such election; provided that if such purchase is subject to regulatory approval, such 45-day period shall be extended until the expiration of 5 Business Days after all such approvals have been received, but in no event later than 90 days following the receipt of such election notices. At the consummation of the issuance of such Company Securities, the Company shall issue the Company Securities to be purchased by each Investor exercising preemptive rights pursuant to this Section 3.05 registered in the name of such Investor, against payment by such Investor of the purchase price for such Company Securities as specified in the Issuance Notice. If the Company proposes to issue any Company Securities after such 45-day (or up to 90-day, as applicable) period (as it may be extended as provided above), it shall again comply with the procedures set forth in this Section 3.05. (e) Notwithstanding the notice delivered foregoing, in lieu of paying in cash the entire purchase price of any Company Securities that S&N has elected to purchase in any issuance of Company Securities pursuant to this Section 3.05, S&N may elect, in its sole discretion, to pay up to 25% of the aggregate purchase price of such Company Securities by Transferring to the Investors; Company debt obligations of the Company held by S&N in an aggregate principal amount equal to the portion of the aggregate purchase price that S&N has elected to pay pursuant to this Section 3.05(e). (f) Notwithstanding the foregoing, no Investor shall be entitled to purchase Company Securities as contemplated by this Section 3.05 in connection with issuances of (i) Company Securities to employees of the Company or any of its Subsidiaries pursuant to the Management Incentive Plan (and for the avoidance of doubt, Phantom Units pursuant to the Phantom Profits Interest Plan), (ii) Converted Common Units pursuant to conversion rights as set forth in Annex C, (iii) Preferred Units and OUS Units pursuant to the sale OUS Contribution Agreement, or (iv) Company Securities as consideration for any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction approved by the Board of Managers in accordance with the provisions of this Agreement. The Company shall not be obligated to consummate, nor be liable to any Investor if the Company has not consummated, any proposed issuance must close no more than ninety of Company Securities pursuant to this Section 3.05 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance. (90g) days after the proposed date included in the noticeThis Section 3.05 shall terminate upon consummation of an Initial Public Offering.

Preemptive Rights. a. Except in the case of the issuance of Excluded Securities, the Corporation shall not, including instances where any Investor has not exercised its rights under Section 2 above, issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Securities unless it shall have first offered (the "Preemptive Offer") to sell such Securities to the extent limited or excluded by Investors on the shareholders of the Company at any general meeting of the Company (terms set forth in which case the Investors will not this Section 3. Each Investor shall have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law a preemptive right to purchase up to such Investor's Common Equity Percentage of such Securities. Each Investor may assign all or any part of its Pro Rata Portion rights and responsibilities with respect to such Offer (as defined below) to another Investor, or to an Affiliate of itself or any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Thresholdother Investor. Such notice Investors or Affiliates which are such assignees shall set forth thereafter be deemed to be such assigning Investor (to the extent knownof such assignment) for purposes of applying this Section 3 to such Preemptive Offer. In the material event of a purchase of Securities pursuant to such assignment, each such Affiliate shall be deemed an Investor and shall agree in writing, as a condition to such assignment, to execute a Counterpart and a counterpart to the Registration Rights Agreement. b. The Corporation shall deliver to each Investor written notice of the Preemptive Offer, specifying the price and terms and conditions of the proposed issuance or saleoffer, including the proposed manner of dispositionwithout limitation, the number or minimum and maximum limits on the amount and description of the shares Securities proposed to be issued or sold, sold by the proposed issuance or sale date, the proposed purchase or subscription price per shareCorporation, and the Common Equity Percentage applicable to the Investor receiving such notice. The Preemptive Offer by its terms shall remain open and irrevocable for a period of 15 days from the date such notice is given (the "15-Day Period"). c. If an offer to each Investor desires to purchase Securities pursuant to the Preemptive Offer, such Investor shall evidence his or subscribe for its Pro Rata Portion intention to accept the Preemptive Offer by delivering a written notice to the Corporation signed by the Investor, setting forth the percentage of the Securities (not exceeding such Investor's Common Equity Percentage of such New Securities) that the Investor elects to purchase (the "Notice of Acceptance"). At any time during Provided the ten (10) day period (or such shorter period if minimum number of Securities set forth in the Company’s notice was sent, Preemptive Offer has been sold after conclusion of all procedures set forth in accordance with the second sentence of this Section 3.33, less than ten (10) days prior to then, upon closing of the proposed issuance or sale date) following receipt of such noticePreemptive Offer, each Investor shall have be obligated to buy the right to elect to purchase or subscribe for its Pro Rata Portion percentage set forth in such Investor's Notice of Acceptance times the number of New Securities being sold at such closing. The Corporation shall not be permitted to sell at such closing (or any subsequent closing with respect to which the procedures set forth in this Section 3 have not again been followed, except as provided in this Section 3) more than the maximum number of Securities set forth in the Preemptive Offer. The Notice of Acceptance must be given, if at all, prior to the end of the 15-Day Period. Within five days following the end of the 15-Day Period, the Corporation shall give written notice (the "Notice of Refused Securities") to the Investors setting forth the percentage of Securities for which a Notice of Acceptance was not received (the "Refused Securities"). d. If the Investors give Notices of Acceptance to the Corporation prior to the end of the 15-Day Period indicating their intention to purchase, in the aggregate, less than the maximum amount of Securities set forth in the Preemptive Offer, each Investor giving a Notice of Acceptance ("Accepting Investors") shall be entitled to purchase by an additional Notice of Acceptance given to the Corporation within 5 days after the date the Notice of Refused Securities is given (the "5-Day Period"), that proportion of the Refused Securities which the Common Equity Percentage of such Accepting Investor (prior to the Offer) bears to the Common Equity Percentage of all Accepting Investors. e. If the Investors give Notices of Acceptance prior to the end of the 15-Day Period or 5-Day Period, as applicable, indicating their intention to purchase, in the aggregate, at least the minimum amount of Securities set forth in the Preemptive Offer, the Corporation shall schedule a closing of the sale of the Securities to occur on the same date as the Third-Party Financing Closing. In no event shall the Accepting Investors be obligated to purchase the securities prior to the Third-Party Financing Closing. Upon the closing of the sale of the Securities, each Accepting Investor shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Offer. f. Regardless of whether the Investors tender Notices of Acceptance pursuant to subsection (c) and (d) of this Section 3 for at least the minimum amount of Securities set forth in the Offer within the 15-Day Period or the 5-Day Period, as applicable, any remaining Refused Securities may be sold on the date of the Third-Party Financing Closing to any other Person or Persons (including without limitation, executive officers of the Corporation) upon terms and conditions which are in all material respects (including without limitation, price, form of consideration, payment period and interest rates) the same as those set forth in the Preemptive Offer. In the event Accepting Investors gave Notices of Acceptance for less than the minimum number of Securities set forth in the Preemptive Offer, provided the Refused Securities agreed to be purchased plus the Securities for which Accepting Investors gave Notices of Acceptance exceeds such minimum, then at the same time as the closing of the sale of Refused Securities, each Accepting Investor shall purchase those Securities for which it tendered a Notice of Acceptance upon the terms specified in the Preemptive Offer. g. If at least the minimum amount of the Securities set forth in the Preemptive Offer and the Outside Offer are not agreed to be purchased in connection with the Third-Party Financing Closing (including any securities to be purchased by the Investors and any Refused Securities), the Corporation may rescind all Notices of Acceptance tendered by Investors by providing written notice of such rescission to each Accepting Investor and the Corporation shall not sell any Securities pursuant to the Outside Offer. Any Securities as to which Notices of Acceptance are rescinded, and any Refused Securities not purchased in the Outside Offer may not be sold or issuance price and upon otherwise disposed of until they are again offered to the Investors under the procedures specified in subsections (a) through (g) hereof. h. The transferability of Securities purchased by Person pursuant to this Section 3 shall be subject to the terms and conditions set forth in the notice. Each Investor may transfer its rights this Agreement and any Person who is not then a Shareholder and who purchases Securities shall execute a Counterpart as a condition precedent to make such purchase to any of its Permitted Transfereespurchase. The Company obligation of any Investor to purchase such Securities is further conditioned upon the preparation of a purchase agreement embodying the terms of the Preemptive Offer or Outside Offer which shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response reasonably satisfactory in form and substance to the Company’s noticeCorporation and its counsel, on the terms and conditions such Investor or other purchaser and such Investor's or other purchaser's counsel. i. The rights and obligations set forth in the noticethis Section 3, simultaneously including any such similar rights granted with any sale or issuance of respect to a Subsidiary pursuant to Section 2(d), shall terminate on such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to day as the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice' Post-QPO Ownership Percentage shall have been reduced by 50%.

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

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

Preemptive Rights. Except to the extent limited or excluded by the shareholders Holders of the Company at any general meeting of the Company (in which case the Investors will not our Series A Preferred Stock have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law preemptive rights to purchase its Pro Rata Portion a pro rata portion of any New Securities the Company proposes to all capital stock or securities convertible into capital stock that we issue, sell or issue exchange, or agree to issue, sell or exchange, or reserve or set aside for cash from time to time in excess issuance, sale or exchange. We must deliver each holder of the Preemptive Rights Threshold. The Company shall give our Series A Preferred Stock a written notice of any proposed or intended issuance, sale or exchange of capital stock or securities convertible into capital stock which must include a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed securities and the price and other terms upon which they are to be issued issued, sold or soldexchanged together with the identity of the persons or entities (if known) to which or with which the securities are to be issued, the proposed issuance sold or sale date, the proposed purchase or subscription price per shareexchanged, and an offer to each Investor issue and sell to purchase or exchange with the holder of the Series A Preferred Stock the holder’s pro rata portion of the securities, and any additional amount of the securities should the other holders of Series A Preferred Stock subscribe for its Pro Rata Portion less than the full amounts for which they are entitled to subscribe. In the case of such New Securitiesa public offering of our common stock for a purchase price of at least $12.00 per share and a total gross offering price of at least $50 million, the preemptive rights of the holders of the Series A Preferred Stock shall be limited to 50% of the securities. At any time during the ten (10) Holders of our Series A Preferred Stock have a 30 day period (or such shorter period if during which to accept the Company’s notice was sent, in accordance with offer. We will have 90 days from the second sentence expiration of this Section 3.330 day period to issue, less than ten (10) days prior sell or exchange all or any part of the securities as to which the offer has not been accepted by the holders of the Series A Preferred Stock, but only as to the proposed issuance offerees or sale date) following receipt of such notice, each Investor shall have purchasers described in the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price offer and only upon the terms and conditions set forth that are not more favorable, in the noticeaggregate, to the offerees or purchasers or less favorable to us than those contained in the offer. Each Investor may transfer its The preemptive rights to make such purchase of the holders of the Series A Preferred Stock do not apply to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that following securities: (i) the Company sells securities issued to our employees, officers or issues to each Investor (directors or its Permitted Transferees) any New Securities it elected options to purchase pursuant common stock granted by us to its response to our employees, officers or directors under any option plan, agreement or other arrangement duly adopted by us and the Company’s notice, on grant of which is approved by the terms and conditions set forth in the notice, simultaneously with any sale or issuance compensation committee of such New Securities to any other Person, our Board; (ii) the Series A Preferred Stock and any sale common stock issued upon conversion of the Series A Preferred Stock; (iii) securities issued on the conversion of any convertible securities, in each case, outstanding on the date of the filing of the Series A Certificate of Designations; (iv) securities issued in connection with a stock split, stock dividend, combination, reorganization, recapitalization or issuance other similar event for which adjustment is made in accordance with the Series A Certificate of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the InvestorsDesignations; and (iiiv) the sale issuance of our securities issued for consideration other than cash as a result of a merger, consolidation, acquisition or issuance must close no more than ninety (90) days after similar business combination by us approved by our Board. A number of provisions of Delaware law, our certificate of incorporation and our bylaws contain provisions that could have the proposed date included effect of delaying, deferring and discouraging another party from acquiring control of Pacific Ethanol. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Pacific Ethanol to first negotiate with our Board. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquiror outweigh the disadvantages of discouraging a proposal to acquire Pacific Ethanol because negotiation of these proposals could result in an improvement of their terms. However, the noticeexistence of these provisions also could limit the price that investors might be willing to pay for our securities.

Preemptive Rights. Except to the extent limited or excluded by the shareholders (a) Purchaser shall have a right of the Company at any general meeting of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law first refusal to purchase its Pro Rata Portion pro rata share of any New all Equity Securities that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 7.3(d) hereof. Purchaser's pro rata share is equal to the ratio of (A) the number of shares of the Common Stock held by Purchaser or issuable upon exercise of the Warrants immediately prior to the issuance of such Equity Securities to (B) the total number of shares of the Company's issued and outstanding Common Stock immediately prior to the issuance of the Equity Securities or issuable upon exercise of the Warrants. (b) If the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company any Equity Securities, it shall give Purchaser written notice of a proposed issuance or sale described in its intention, describing the preceding sentence to Equity Securities, the Shareholder price and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions upon which the Company proposes to issue the same. Purchaser shall have fifteen (15) days from the giving of such notice to agree to purchase its pro rata share of the proposed issuance or sale, including Equity Securities for the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth specified in the noticenotice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Each Investor may transfer its Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to Purchaser if it would cause the Company to be in violation of applicable federal and/or state securities laws by virtue of such offer or sale. (c) The preemptive rights established by this Section 7.3 shall terminate on July 6, 2004. (d) The preemptive rights established by this Section 7.3 shall have no application to make such purchase to the issuance of any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New following Equity Securities; provided that : (i) shares of Common Stock issued or to be issued to employees, officers or directors of, or consultants or advisors to the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase subsidiary, pursuant to its response to stock purchase or stock option plans that are approved by the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance Board of such New Securities to any other Person, Directors ; (ii) any sale or issuance of such New Equity Securities issued pursuant to any other Person must be on terms no less favorable to option or warrant outstanding as of the Company than those set forth in the notice delivered to the Investors; and date of this Agreement; (iii) Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition of all or substantially all of the sale equity or issuance must close no more than ninety assets of an unrelated entity or similar business combination; (90iv) days after shares of Common Stock of the proposed date included Company issued in connection with any stock split, stock dividend or recapitalization by the noticeCompany; or (v) Equity Securities issued pursuant to any equipment leasing arrangement, or debt financing from a bank or similar financial institution.

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

Preemptive Rights. (a) Except in connection with (i) issuances in a Public Offering, (ii) an Approved Sale, (iii) issuance of stock options pursuant to the extent limited or excluded by the shareholders 2004 Executive Stock Option Plan, (iv) issuances to any debt financing sources of the Company at any general meeting or its Subsidiaries in connection with a so-called “equity kicker” and (v) upon the conversion or exercise of securities convertible into or containing options or rights to acquire capital stock of the Company (in which case the Investors will not have Preemptive Rights), the Company hereby grants each Investor the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be such securities were issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance compliance with the second sentence provisions of this Section 3.34), less than ten (10) days prior to if the proposed issuance or sale date) following receipt of such notice, each Investor shall have Company authorizes the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that any capital stock of the Company, or any securities convertible into or containing options or rights to acquire capital stock of the Company, the Company shall offer to sell to each holder of Stockholder Shares a portion of such stock or securities equal to the quotient determined by dividing (iA) the Company sells number of shares of Common Stock held by such holder of Stockholder Shares by (B) the total number of shares of outstanding Common Stock (in each case on a fully diluted basis). If all of the purchasers of such capital stock or issues securities (the “New Investors”) are also required to acquire other securities in connection with their purchase, the holders of Stockholder Shares exercising their rights pursuant to this Section 4(a) shall also be required to purchase the same type of securities (on the same terms) that such other Persons are required to purchase. The purchase price for all stock and securities offered to each Investor such holder of Stockholder Shares shall be the same price per share being paid by the New Investors and shall be payable in the same manner and at the same time as the closing of the sale to the New Investors. (b) In order to exercise its purchase rights hereunder, each holder of Stockholder Shares must deliver a written notice to the Company describing its election hereunder within 15 days after receipt of written notice from the Company describing in reasonable detail the stock or its Permitted Transfereessecurities being offered, the purchase price thereof, the payment terms and such holder’s percentage allotment. (c) any New Securities it Upon the expiration of the offering periods described above, the Company shall be entitled to sell such stock or securities that the holders of Stockholder Shares have not elected to purchase pursuant to its response to during the Company’s notice, 270 days following such expiration on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less more favorable to the Company purchasers thereof than those set forth offered to holders of Stockholder Shares. Any stock or securities offered or sold by the Company to any Person after such 270 day period must be reoffered to the holders of Stockholder Shares pursuant to the terms of this Section 4. (d) The provisions of this Section 4 will terminate and be of no further force or effect upon the consummation of a Public Offering. (e) In the event that any holder of Stockholder Shares acquires capital stock or other securities convertible into or containing options or rights to acquire capital stock pursuant to this Section 4 in a preferred stock or debt offering by the Company which includes an offering or sale to both a member of the Xxxx Group and an Independent Third Party, each holder of Stockholder Shares agrees to exercise all the rights it may have with respect to the Company (such as covenants and remedies) arising out of such securities acquired pursuant to this Section 4 in the notice delivered to same manner as the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeXxxx Group.

Preemptive Rights. Except to the extent limited or excluded by the shareholders of the Company (a) If, at any general meeting of time, the Company (or any of its subsidiaries who are Affiliates) proposes to issue (except in which case a transaction described in Section 4(b) below) any of its equity securities or any securities convertible into or having the Investors will not have Preemptive Rightsrights to purchase any equity securities to any Person (collectively, “Equity Securities”), then, in such event, the Company hereby grants each shall first offer in writing to sell such Equity Securities, on the same terms and conditions as proposed by the Company to such Person or entity, to the Investor. The Investor shall then have the right, subject to applicable Law option to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess pro rata portion of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares Equity Securities proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of based on the number of New Equity Securities owned by the Investor in relation to the total number of the Equity Securities then outstanding, all determined on a fully diluted basis), at the purchase or issuance price and upon the terms and conditions set forth in such writing. Such option shall be exercisable by written notice to the noticeCompany for a period of fifteen (15) days from the date of such offer. Each A failure by the Investor may transfer its rights to make give written notice of the exercise within such purchase fifteen (15) day period shall be deemed to any be a rejection by the Investor of its Permitted Transfereesoption to purchase. The closing of the purchase of Equity Securities by the Investor shall take place within fifteen (15) days after the expiration of such fifteen (15) day period. The Company shall be free have sixty (60) days from the expiration of the right set forth herein to complete sell the proposed issuance or sale unsold portion of New Securities; provided that (i) the Company sells or issues Equity Securities to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s noticeother purchasers, on the but only upon terms and conditions set forth that are in the notice, simultaneously with any sale all material respects no more favorable to such purchasers or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the Equity Securities offering. In the event that the sale of the unsold portion of Equity Securities is not consummated within such sixty (60) day period, the Company’s right to sell such unsold Equity Securities shall be deemed to lapse, and any sale of Equity Securities without additional notice delivered to the InvestorsInvestor as provided for in this Section 4(a) shall be deemed to be in violation of the provisions of this Agreement. (b) The following transactions shall be excluded from the restrictions of this Section 4: (i) The issuance of shares of Common Stock (or options, warrants or other purchase rights exercisable for Common Stock), as adjusted for any stock dividends, combinations, splits, recapitalizations and the like to employees, consultants or directors of the Company pursuant to the Company’s 2020 Equity Incentive Plan; (ii) The issuance of shares of Common Stock pursuant to agreements duly entered into concurrently herewith; and and (iii) the sale or The issuance must close no more than ninety (90) days after the proposed date included of Equity Securities pursuant to outstanding contractual obligations as specified in the notice.Schedule A.

Preemptive Rights. Except (a) If, at any time before the fulfillment of the Conditions Precedent or the lapse of one year from the Closing, whichever is earlier, the Company intends to effectuate an Offering, then subject to applicable law, each Purchaser shall be afforded the opportunity to acquire from the Company, for the same price and on the same terms as such securities are proposed to be offered to such other Person(s), up to the extent limited or excluded by the shareholders amount of Ordinary Shares required to enable such Purchaser to maintain its ownership percentage of issued and outstanding share capital of the Company at as in effect immediately prior to such offering, excluding Ordinary Shares purchased by such Purchaser following the Closing, other than any general meeting Ordinary Shares that may be purchased by such Purchaser through the exercise of any outstanding Warrants. (b) In the event the Company (in which case the Investors will not have Preemptive Rights)intends to make an Offering, the Company hereby grants each Investor promptly shall provide the right, subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder Purchasers an Offering Notice and each Investor at least ten Purchaser shall have three (103) days prior to Business Days from the date of the proposed issuance or sale (or, if receipt of any such notice period is not reasonably possible under to notify the circumstancesCompany in writing that it intends to exercise such preemptive purchase rights and as to the amount of Ordinary Shares such Purchaser desires to purchase, such prior notice as is reasonably possibleup to the maximum amount calculated pursuant to Section 8.5(a) in excess of (the Preemptive Rights Threshold“Designated Stock”). Such notice (“Participation Notice”) shall constitute a non-binding indication of interest of such Purchaser to purchase the Designated Stock so specified at the range of prices and other terms set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if in the Company’s notice was sentto it, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance extent that such offering is an underwritten public offering or sale datea private offering to financial institutions for resale pursuant to Rule 144A, or a binding agreement (subject to sub-section (c)) following receipt of such notice, each Investor shall have the right to elect Purchaser to purchase the amount of Designated Stock so specified (or subscribe for its Pro Rata Portion a proportionately lesser amount if the amount of Ordinary Shares to be offered in such private placement is subsequently reduced) upon the number of New Securities at the purchase or issuance price and upon the other terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted TransfereesCompany’s notice in all other instances. The Company failure of a Purchaser to respond during such three (3) Business Day period shall, solely with respect to the Purchaser who fails to respond, constitute a waiver of the preemptive rights only in respect of such Offering. (c) If a Purchaser exercises its preemptive purchase rights provided herein, the closing of the purchase of such Designated Stock shall be free conditioned on the consummation of the Offering giving rise to complete such preemptive purchase rights and shall take place, to the proposed issuance extent practicable, simultaneously with the closing of such Offering or sale of New Securitieson such other date as the Company and such Purchaser shall agree in writing; provided that (i) the Company sells or issues actual amount of Designated Stock to each Investor (or its Permitted Transferees) any New Securities it elected be sold to purchase such Purchaser pursuant to its response exercise of preemptive rights hereunder shall be reduced, pro rata, if the aggregate amount of Ordinary Shares sold in the Offering is reduced and, at the option of such Purchaser (to be exercised by delivery of written notice to the Company within three (3) Business Days of receipt of notice of such increase), shall be increased if such aggregate amount of Ordinary Shares sold in the Offering is increased. In connection with its purchase of Designated Stock, each Purchaser shall execute an instrument in form and substance reasonably satisfactory to the Company containing representations, warranties and agreements of the Purchaser that are customary for such transactions. (d) In the event a Purchaser fails to exercise its preemptive purchase rights provided in this Section 8.5 within the applicable three (3) Business Day period or, if so exercised, a Purchaser does not consummate such purchase within the applicable period, the Company shall thereafter be entitled during the period of 90 days following the conclusion of the applicable period to consummate an agreement to sell the Designated Stock not purchased by the Purchasers pursuant to this Section 8.5 at the price and on the terms offered to the Purchasers. In the event the Company has not sold such shares within said 90-day period, the Company shall not thereafter offer, issue or sell such shares without first offering such securities to the Purchasers in the manner provided in this Section 8.5. (e) The Company and each Purchaser shall cooperate in good faith to facilitate the exercise of the Purchaser’s preemptive rights hereunder, including securing any required approvals or consents, in a manner that does not jeopardize the timing, marketing, pricing or execution of any Offering of the Company’s noticesecurities. (f) Notwithstanding the foregoing, on the terms and conditions set forth Company shall not be required to comply with this Section 8.5, if any managing underwriter under the Offering advises the Company in writing that compliance therewith is reasonably likely to negatively affect the noticeCompany’s ability to complete such Offering; provided however, simultaneously with any sale or issuance that in such case, the Company will be required to sell to each Purchaser the Designated Stock indicated in its Participation Notice, to the extent rendered, by way of effectuating a private placement in respect of such New Securities to any other PersonDesignated Stock, (ii) any sale or issuance within 30 days of consummation of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticeOffering.

Preemptive Rights. Except If the Company or a Subsidiary proposes to the extent limited issue, offer or excluded by the shareholders sell any equity securities of the Company at or a Subsidiary, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any general meeting type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (collectively, “New Securities”), the Company or the Subsidiary, as the case may be, shall first offer such New Securities to the persons and entities listed on Schedule 9 attached hereto (collectively, the “Investors”), who shall be entitled to purchase their pro-rata portion of the New Securities (assuming the conversion into Common Stock of all then outstanding shares of Preferred Stock). An Investor’s pro rata portion shall be the ratio of the number of shares of the Company’s Common Stock (assuming the conversion into Common Stock of all then outstanding shares of Preferred Stock) held by such Investor as of the date of the Offer Notice (as defined below), to the sum of the total number of outstanding shares of Common Stock held by all stockholders of the Company (in which case assuming the Investors will not have Preemptive Rights)conversion into Common Stock of all then outstanding shares of Preferred Stock) as of the date of the Offer Notice (the “Pro Rata Portion”) and such portion of over allotment share, as described below, except that with respect to Xxxxx Xxxxx, the Company hereby grants each Investor the right, subject Common Stock issued to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days him prior to the date of the proposed issuance or sale this Agreement (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed any Common Stock to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its upon exercise of options) shall not be taken into consideration when calculating his Pro Rata Portion of such New SecuritiesPortion. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Each Investor shall have be entitled to apportion the right to elect to purchase or subscribe for its Pro Rata Portion of the number of New Securities at the purchase or issuance price and upon the terms and conditions preemptive rights set forth in the noticethis Section 2 among itself and its Affiliates in any such proportions it deems appropriate in its sole discretion. Each Investor may transfer its Such preemptive rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response subject to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the notice.following provisions:

Preemptive Rights. (a) Except to the extent limited or excluded by the shareholders for issuances of equity securities of the Company at any general meeting or options or other rights to acquire equity securities of the Company (i) in which case connection with a registered public offering, (ii) to employees of the Investors will not have Preemptive RightsCompany or GSV pursuant to options or under a stock option plan approved by the Board of Directors, (iii) to any financial institution in connection with the incurrence of Indebtedness by the Company or GSV, (iv) as payment of all or a portion of the purchase price of any business or assets thereof acquired by the Company, or (v) upon the exercise of any option or other right described in any of clauses (i) through (iv) above, if the Company authorizes the issuance or sale of any equity securities of the Company or any securities containing options or rights to acquire any equity securities of the Company (other than as a dividend on shares of Common Stock outstanding), the Company hereby grants shall first offer to sell to each Investor Stockholder, at the same price and on the same terms, a portion of such securities, options or rights (the "New Securities") equal to the quotient of (i) the number of shares of Common Stock or Junior Preferred Stock held by such Stockholder divided by (ii) the total number of shares of Common Stock outstanding on a fully diluted bases after giving effect to all shares of Common Stock issuable upon conversion of any convertible securities or the exercise of any option, warrant or similar right, subject whether or not such conversion right or option, warrant or similar right is then exercisable, provided that holders of non-voting securities shall be only entitled pursuant to applicable Law this Section 3 to acquire non-voting securities of the same class held thereby and, in that regard, the term "New Securities" shall include such appropriate number of non-voting securities to be acquired by such Stockholder holding non-voting securities, in lieu of a like number of voting securities, as the case may be. (b) In order to exercise its purchase its Pro Rata Portion rights pursuant to this Section 3, a Stockholder must, within twenty (20) days after receipt of any written notice from the Company describing in reasonable detail the New Securities being offered, the purchase price thereof, the payment terms and such Stockholder's percentage allotment, deliver a written notice to the Company proposes to sell or issue for cash from time to time in excess describing its election. If all of the Preemptive Rights Threshold. The New Securities offered to the Stockholders are not fully subscribed by the Stockholders, the remaining New Securities shall be reoffered by the Company shall to the Stockholders purchasing their full allotment upon the terms set forth in this Section 3 until either all such New Securities have been subscribed for or no Stockholder subscribes for additional New Securities, except that such Stockholder must give written notice of a proposed issuance or sale described in the preceding sentence its election to the Shareholder and each Investor at least purchase such reoffered New Securities within ten (10) days prior to after receipt of notice of any such reoffer. (c) During the date 180 days after the expiration of the proposed issuance or sale (oroffering periods described above, if such notice period is the Company shall be entitled to sell any New Securities which the Stockholders have not reasonably possible under the circumstanceselected to purchase, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material on terms and conditions of no more favorable to the proposed issuance purchasers thereof than those offered to the Stockholders. Any New Securities offered or sale, including sold by the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of Company after such New Securities. At any time during the ten (10) 180-day period (or such shorter period if must be reoffered to the Company’s notice was sent, in accordance with Stockholders pursuant to the second sentence terms of this Section 3.33. (d) If the New Securities possess voting rights, less than ten (10) days prior a Stockholder may request, and the Company shall issue to the proposed issuance or sale date) following receipt requesting Stockholder, in place of the New Securities such notice, each Investor shall have the right to elect Stockholder would be entitled to purchase or subscribe for its Pro Rata Portion of pursuant to this Section 3, securities that are identical to the number of New Securities except that such securities (i) will be non-voting and (ii) will be convertible into New Securities at the purchase or issuance price and upon request of the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, Stockholder on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on terms no less favorable to the Company than those set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticea share-for-share basis.

Preemptive Rights. Except (a) If either Company issues additional shares of capital stock (including Common Stock) or any rights, options or warrants to the extent limited purchase capital stock or excluded by the shareholders any securities of the Company at any general meeting of the Company type whatsoever convertible into capital stock (in which case the Investors will not have Preemptive Rightscollectively, "New Securities"), each Shareholder shall have the Company hereby grants each Investor the right, subject preemptive right to applicable Law acquire such number of New Securities that will entitle such Shareholder to purchase maintain his or its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess Share of the Preemptive Rights Thresholdoutstanding capital stock of such Company (including Common Stock and any such New Securities). The Company shall give written notice If any Original Shareholder does not purchase any or all of a proposed issuance or sale described in the preceding sentence to the Shareholder and each Investor at least ten (10) days prior to the date of the proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of the Preemptive Rights Threshold. Such notice shall set forth (to the extent known) the material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its his Pro Rata Portion Share of such New Securities. At any time during , the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor remaining Original Shareholders originally offered New Securities shall have the right to elect purchase such unpurchased New Securities on a Pro Rata Basis until all of the New Securities are purchased or until no other Original Shareholder desires to purchase or subscribe any more New Securities. In the event of an Initial Public Offering, each Shareholder shall, at a meeting convened for the purpose of amending the Articles of Incorporation of such Company, vote to remove from such Articles of Incorporation requirements, if any such requirements are at such time imposed thereby, granting preemptive rights with respect to the Common Stock of such Company. (b) If and when either Company intends to issue New Securities, such Company shall give each Shareholder written notice ("Preemption Notice") of its Pro Rata Portion of intention, describing the number type of New Securities, the price and the terms upon which such Company proposes to issue the same. Each Shareholder shall have 30 days from the date he or it receives the Preemption Notice to agree to purchase all or any portion of such New Securities at as he or it is entitled pursuant to Section 2.2(a) for the purchase or issuance price and upon the terms and conditions set forth specified in the notice. Each Investor may transfer its rights Preemption Notice by giving written notice to make such purchase to any Company and stating therein the quantity of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the terms and conditions set forth in the notice, simultaneously with any sale or issuance of such New Securities to be purchased. A further Preemption Notice shall be given to the appropriate Shareholders pursuant to Section 2.2(a) if any other Person, (ii) any sale or issuance of such the New Securities to any other Person must be on terms no less favorable to the Company than those are not purchased as set forth in the notice delivered to the Investors; and (iii) the sale or issuance must close no more than ninety (90) days after the proposed date included in the noticetherein.

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