Common use of Procedures Clause in Contracts

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that Until a Qualified IPO, if the Company proposes to undertake an issuance issue any New Ownership Interest, the Company will give each Holder of New Securities, it shall give to each Rights Holder Investor Units and/or Common Units prior written notice of its intention to issue New Securities (the "Notice")such intention, describing the type of New Securities Ownership Interest and the price price, the terms and the general terms conditions upon which the Company proposes to issue such the New SecuritiesOwnership Interest. Each Rights Holder shall of Investor Units and/or Common Units will have ten fifteen (1015) days Business Days from the date giving of mailing of any such Notice notice to agree in writing to purchase such Rights Holder's Pro Rata Share its applicable Participating Interest of such the New Securities Ownership Interest for the price and upon the general terms and conditions specified in the Notice notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offering on a pro rata basis according to the relative Pro Rata Shares offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Purchasing Rights HoldersHolders elect to purchase their Participating Interest of the New Ownership Interest, at any time within then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days after receiving thereafter to sell the Overallotment NoticeNew Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Major Investor a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder Major Investor shall have ten thirty (1030) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Major Investor’s Pro Rata Share). If any Rights Holder Major Investor fails to so agree in writing within such ten thirty (1030) day period to purchase such Rights Holder's Major Investor’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder Major Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion all (or any part) of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis offering, according to the relative Pro Rata Shares of the Purchasing Rights HoldersHolders electing to purchase such overallotment shares, at any time within five ten (510) days after receiving the date the Overallotment NoticeNotice is effective pursuant to Section 6.1.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In Any Investor who does not exercise its respective rights of first refusal shall have the event right, exercisable upon delivery of a written notice to the Selling Shareholder, with a copy to the Company, within twenty (20) Business Days after the date of the Transfer Notice (the “First Co-Sale Period”), to participate in the sale of any Transfer Shares to the extent of such Investor’s Pro Rata Co-Sale Share at the same price and upon the same terms and conditions indicated in the Transfer Notice. A failure by any Investor to respond within such prescribed period shall constitute a decision by such Investor not to exercise its right of co-sale as provided herein. To the extent that any Investor does not exercise its right of co-sale to the Company proposes full extent to undertake an issuance sell such Investor’s Pro Rata Co-Sale Share, the Selling Shareholder shall deliver written notice thereof (the “Second Co-Sale Notice”), within two (2) days after the expiration of New Securitiesthe First Co-Sale Period, it shall give to each Rights Holder written notice of its intention Investor that elected to issue New Securities the full extent to sell such Investor’s Pro Rata Co-Sale Share (the "Notice"“Co-Sale Holder”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Co-Sale Holder shall have ten (10) days Business Days from the date of mailing the Second Co-Sale Notice (the “Second Co-Sale Period”) to notify the Selling Shareholder of its desire to participate in the sale for more than its Pro Rata Co-Sale Share, stating the number of the additional shares it proposes to co-sell. Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such over-allotment exceeds the total number of the remaining shares available for co-sale (for the avoidance of any such Notice to agree in writing to purchase such Rights Holder's doubt, the total number of the remaining shares available for co-sale shall mean the remaining Pro Rata Co-Sale Share of all the Investors after the First Co-Sale Period), the over-allotment Co-Sale Holders will be cut back or limited by the Selling Shareholder with respect to their over-allotment to that number of remaining shares equal to the lesser of (a) the number of the additional shares it proposes to co-sell; and (b) the product obtained by multiplying (i) the number of the remaining shares available for co-sale by (ii) a fraction the numerator of which is the number of Class A Ordinary Shares (on an as converted basis) held by each over-allotment Co-Sale Holder and the denominator of which is the total number of Class A Ordinary Shares held by the Selling Shareholder plus the total number of Class A Ordinary Shares (on an as converted basis) held by all the over-allotment Co-Sale Holders, on an as converted basis. To the extent one (1) or more of the Investors exercise such New Securities for right of co-sale in accordance with the price terms and upon conditions set forth below, the general terms specified number of Transfer Shares that the Selling Shareholder may sell in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to transaction shall be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticecorrespondingly reduced.

Procedures. In the event that Whenever the Company proposes pursuant to undertake an issuance the NTT Law declines to register particular Shares presented by the Custodian for registration in the name of New Securitiesthe Depositary or its nominee on its Share register on the basis that such registration would cause such Shares to exceed (when aggregated with all Foreign-Owned Shares) the Foreign Ownership Limitation and notifies the Depositary in writing of such refusal, it shall give the Depositary agrees to each Rights use its best reasonable efforts to (i) determine the Holder written notice of the ADRs evidencing the ADSs representing such Shares, (ii) stop transfer of such ADRs and disregard any voting instructions in respect thereof, (iii) notify such Holder that such ADRs may not be transferred or voted, that such Shares will be delivered to such Holder at the office of the Custodian or, at the discretion of the Depositary and to the extent practicable, will be sold by the Depositary on behalf of such Holder in accordance with this paragraph (6) and that such ADRs will be canceled, (iv) so deliver such Shares, or at its intention discretion and to issue New the extent practicable, sell (by public or private means) such Shares and distribute to such Holder the net proceeds of such sale as in the case of a cash distribution on Deposited Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes pursuant to issue such New Securities. Each Rights Holder shall have ten paragraph (10) days and (v) cancel such ADRs. To the extent that the Depositary determines that it is not practicable to determine the Holder of the ADRs evidencing the ADSs representing such Shares or to implement any of the other procedures described in the foregoing sentence with respect to such Holder, the Depositary agrees, on behalf of all Holders, to use its best reasonable efforts to (i) purchase ADRs in an amount equal to the number of ADRs evidencing ADSs representing such Shares; (ii) sell (by public or private means) such Shares and (iii) cancel such ADRs. The Depositary may deduct any charge, fee or expense arising from or relating to such purchase (including the purchase price of such ADRs), sale and cancellation from the date net proceeds of mailing such sale, the Holders remaining liable for any deficiency. The Depositary may deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holders any part or all of Deposited Securities, and may apply such deduction or the proceeds of any such Notice to agree sale in writing to purchase such Rights Holder's Pro Rata Share payment of such New Securities for deficiency, and shall proportionately reduce the price number of ADS evidenced by ADRs then issued and upon the general terms specified in the Notice by giving written notice outstanding to the Company and stating therein the quantity reflect any such sale of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeshares.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice. The rights provided in this Section 3 may be assigned or transferred by any Holder that is an investment fund to any of its partners, members or any affiliated fund or entity of the Holder (including, without limitation, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company (such a fund or entity, an “Affiliated Fund”).

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 5(a) hereof. Each Rights Holder shall have ten thirty (1030) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten thirty (1030) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of on which any such Notice was given to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of his such Nonpurchasing Holder's Pro Rata Share of such New Securities that he such Nonpurchasing Holder did not so agree to purchase purchase; and the Company shall promptly give each Rights Holder who has timely agreed to purchase his such Rights Holder's full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Investor a written notice notice, given in accordance with Section 5.5, of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Investor shall have ten fifteen (1015) days from the date of mailing of any such Notice is delivered to such Investor, as determined pursuant to Section 5.5 based upon the manner or method of notice, to agree in writing to purchase all or any portion of such Rights Holder's Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Investor’s Pro Rata Share). If At the expiration of such fifteen (15) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any Rights Holder fails other Investor’s failure to so agree in writing within such do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion that the number of shares of Common Stock issued or issuable upon conversion of the Shares owned by such Fully Exercising Investor then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion of the Shares then held, by all Fully Exercising Investors who wish to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeunsubscribed shares.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) business days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) business day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.such

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Refusal Rights Holder written notice of its intention to issue New Securities (the "“Participation Notice"”), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Refusal Rights Holder shall have ten fifteen (1015) business days from the date of mailing receipt of any such Participation Notice to agree in writing to purchase such Refusal Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Refusal Rights Holder's ’s Pro Rata Share). If any Refusal Rights Holder fails to so agree in writing within such ten fifteen (1015) business day period to purchase such Refusal Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Securities, then such Nonpurchasing Refusal Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of and, if there are any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing additional Refusal Rights Holders, the additional Refusal Rights Holders may purchase such holder’s Pro Rata Share. Such Refusal Rights Holder shall purchase the portion elected by such Refusal Rights Holder concurrently with the closing of the transaction triggering the Right of First Refusal or, in the event all of the New Securities are being purchased by Refusal Right Purchasers, at a Closing to be held on any time mutually agreeable date within five (5) 30 days after receiving from the Overallotment date of the Participation Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the "“Participation Notice"”), describing the amount and type of New Securities and Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days Business Days from the date of mailing receipt of any such Participation Notice (the “Participation Period”) to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree respond in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Business Day period, then such Nonpurchasing Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he did Securities, but shall not so agree be deemed to purchase and forfeit any right with respect to any other issuance of New Securities. At the expiration of such ten (10) days period, the Company shall promptly give notify each Rights Holder who has timely agreed that elects to purchase his full Pro Rata Share or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Rights Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such offering notice (the “Extended Participation Period”), each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Rights Holders were entitled to subscribe but that were not subscribed for by the Rights Holders which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 7.4 shall occur within the later of ninety (90) days of the date that the Participation Notice is given and the date of initial sale of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder pursuant to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeSection 7.5.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Investor written notice of its intention to issue New Securities (the "NoticeNOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Investor shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights HolderInvestor's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights HolderInvestor's Pro Rata Share). A written notice to the Company indicating an Investor's intention to exercise its right of first refusal shall not be binding upon such Investor unless and until the Company obtains binding commitments to purchase all of the New Securities specified in the Notice on the terms stated in the Notice. If any Rights Holder Investor fails to so agree in writing within such ten (10) day period to purchase such Rights HolderInvestor's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing HolderNONPURCHASING INVESTOR"), then such Nonpurchasing Holder Investor shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing HolderPURCHASING INVESTOR") written notice of the failure of any Nonpurchasing Holder Investor to purchase such Nonpurchasing Rights HolderInvestor's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder Investor shall have a right of overallotment such that such Purchasing Holder Investor may agree to purchase a portion of the Nonpurchasing HoldersInvestors' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights HoldersInvestors, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Major Investor a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder Major Investor shall have ten twenty (1020) days from the date delivery of mailing of any such Notice to agree in writing to purchase such Rights Holder's Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Major Investor’s Pro Rata Share). If any Rights Holder Major Investor fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's Major Investor’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his his, her or its Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the purchase. The Company shall promptly give each Rights Holder notify in writing the Major Investors who has timely agreed did so elect to purchase his full such Major Investors’ Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice")“Participating Major Investors”) and shall offer such Participating Major Investors the right to acquire such unsubscribed shares of New Securities. Each Purchasing Holder The Participating Major Investors shall have a right ten (10) days after receipt of overallotment such that such Purchasing Holder may agree notice to notify the Company of its election to purchase all or a portion thereof of the Nonpurchasing Holders' unpurchased Pro Rata Shares unsubscribed shares of such offering New Securities. In the event that the Participating Major Investors desire, in the aggregate, to purchase in excess of the total number of unsubscribed shares of such New Securities, then the number of unsubscribed shares that each Participating Major Investor may purchase shall be reduced on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticebasis.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten (10) business days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) business-day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his such Rights Holder’s Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his such Rights Holder’s full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) business days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree elect in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree elect in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed elected to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice. If any Rights Holder notifies the Company of its election to purchase such New Securities within such time period, a closing with respect to such purchase shall be held at the principal office of the Company (or at such other place as may be agreed upon by the Company and the Rights Holder) on a date and at a time which are mutually agreeable to the Company and such Rights Holder, but in no event later than the later to occur of (a) sixty (60) days after receipt by the Company of such notice of the Rights Holder's election and (b) ten (10) days after the receipt of any governmental consent or approval necessary for the consummation of such transaction.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NoticeNOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). ) and to execute and deliver to the Company such other documentation as may be reasonably required by the Company to demonstrate that such Rights Holder is, at the 136 time of such offer of New Securities, an "accredited investor" as defined in Regulation D. If any Rights Holder fails to so agree in writing and to demonstrate such Rights Holder's status as an "accredited investor" within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing HolderNONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities and demonstrated his status as an "accredited investor" (a "Purchasing HolderPURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "Participation Notice"), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each The Participation Rights Holder Holders shall have ten (10) days 20 calendar days, from the date (the "Dispatch Date") that is the latest date of mailing receipt of the Participation Notice by any such Notice of the Series A Preferred Holders, i-Hatch, or General Atlantic, to agree in writing to purchase such the Participation Rights Holder's Holders' Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein (i) the quantity of New Securities to be purchased (not to exceed such the Participation Rights Holder's Pro Rata Share), and (ii) such additional quantity of New Securities the Participation Rights Holder desires to purchase should any other Participation Rights Holder fail to elect to purchase its entire Pro Rata Share. If any a Participation Rights Holder fails to so agree in writing within such ten (10) day period 20 calendar days to purchase such Participation Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Securities, then such Nonpurchasing the Participation Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each such forfeiting Participation Rights Holder who has timely agreed to purchase his full Holder's Pro Rata Share (or portion thereof) may instead be subscribed for by the other Participation Rights Holders that elected to subscribe for amounts in excess of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full their Pro Rata Share of (such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree forfeited amount to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the be divided among them in accordance with their relative Pro Rata Shares up to the amount for which they indicated a willingness to oversubscribe). Each Participation Rights Holder shall purchase the portion it has elected concurrently with the closing of the Purchasing Rights Holders, at any time within five (5) days after receiving transaction triggering the Overallotment NoticeRight of Participation.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NoticeNOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing HolderNONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing HolderPURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"a) If a Green Plains Entity acquires or constructs Subject Assets as described in Section 4.2(c)(ii), describing then not later than six (6) months after the type consummation of New Securities and the price and acquisition or the general terms upon which completion of construction by such Green Plains Entity of the Company proposes to issue such New Securities. Each Rights Holder applicable Subject Assets, as the case may be, the applicable Green Plains Entity shall have ten (10) days from notify the date of mailing of any such Notice to agree General Partner in writing of such acquisition or construction and shall offer the Partnership Group the opportunity to purchase such Rights Holder's Pro Rata Share Subject Assets in accordance with this Section 4.3 (such notification and offer, the “Offer”). The Offer shall set forth the terms proposed by such Green Plains Entity relating to the purchase of such New Securities Subject Assets (including a description of such Subject Assets and the purchase price for such Subject Assets) and, if any Green Plains Entity desires to utilize such Subject Assets, the price Offer will also include the terms on which the Partnership Group would provide services to, and upon any minimum volume or throughput / tolling commitment of, the general terms specified applicable Green Plains Entity to enable such Green Plains Entity to utilize such Subject Assets. As soon as practicable, but in any event within forty-five (45) days after receipt by the Notice by giving General Partner of such written notice to notification (the Company and stating therein “Offer Evaluation Period”), the quantity of New Securities to be purchased General Partner shall notify the applicable Green Plains Entity in writing (the “Business Opportunity Response”) that either (i) the General Partner has elected not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period cause a Group Member to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities Subject Assets, in which event (a "Nonpurchasing Holder")A) such Green Plains Entity shall be forever free to continue to own or operate such Subject Assets, then (B) this Agreement shall be deemed automatically amended to include such Nonpurchasing Holder shall forfeit Subject Assets as ROFO Assets subject to Article V hereof for the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice remainder of the failure of any Nonpurchasing Holder ROFO Period, and (C) if the Green Plains Entity that owns such Subject Assets is not a Party hereto, such Green Plains Entity shall execute a joinder agreement in the form attached hereto as Exhibit A, or (ii) the General Partner has elected to cause a Group Member to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities Subject Assets (the "Overallotment Notice"an “Affirmative Election Response”). Each Purchasing Holder Any Affirmative Election Response shall set forth the terms and conditions (including, without limitation, the purchase price such Group Member proposes to pay for such Subject Asset(s) (if different than the purchase price proposed by the Green Plains Entity in the Offer) and the other terms, if any, on which the Partnership Group will provide services to any Green Plains Entity to enable such Green Plains Entity to utilize such Subject Assets), pursuant to which the applicable Group Member would be willing to enter into definitive binding agreement(s) for such Subject Assets. If no Business Opportunity Response is delivered by the General Partner on or before the last day of the Offer Evaluation Period, then the General Partner shall be deemed to have elected not to cause a right of overallotment such that such Purchasing Holder may agree Group Member to purchase a portion such Subject Assets, and the provisions described in clauses (i)(A)-(C) of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5this Section 4.3(a) days after receiving the Overallotment Noticeshall apply.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Owner written notice of its intention to issue New Securities (the "“Rights Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Owner shall have ten (10) 15 days from the date of mailing receipt of any such Rights Notice to agree in writing to purchase up to such Rights Holder's Owner’s Pro Rata Share of such New Securities in cash for the price and upon the general terms specified in the Rights Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Owner’s Pro Rata Share). If any Rights Holder Owner fails to so agree in writing within such ten (10) 15-day period to purchase such Rights Holder's Owner’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder Owner who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) 15 days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment over-allotment such ----------------- that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering purchase, on a pro rata basis according to the relative Pro Rata Shares basis, such portion of the New Securities which any Nonpurchasing Holder elected not to purchase. The Company shall take all such action as may be required by any regulatory authority in connection with the exercise by a Purchasing Rights HoldersHolder of the right to purchase New Securities as set forth in this Section 3; provided, at however, that -------- ------- the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any time within five (5) days after receiving the Overallotment Noticestate or jurisdiction where it is not so qualified or where it has not made such a filing.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice. The rights provided in this Section 3 may be assigned or transferred by any Holder that is a venture capital fund to an affiliated venture capital fund or, if such Holder is a partnership or limited liability company, to the partners or retired partners of such partnership Holder or to the members or retired members of such limited liability company Holder.

Procedures. (i) In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the "“Participation Notice"”), describing the amount and type of New Securities and Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days Business Days from the date of mailing receipt of any such Participation Notice to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree respond in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Business Day period, then such Nonpurchasing Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he did Securities, but shall not so agree be deemed to purchase and forfeit any right with respect to any other issuance of New Securities. At the expiration of such ten (10) day period, the Company shall promptly give notify each Rights Holder who has timely agreed that elects to purchase his full Pro Rata Share or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Rights Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such offering notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Rights Holders were entitled to subscribe but that were not subscribed for by the Rights Holders which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares, by such Fully Exercising Investor bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 7.4 shall occur within the later of ninety (90) days of the date that the Participation Notice is given and the date of initial sale of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder pursuant to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeSection 7.5.

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "NoticePARTICIPATION NOTICE"), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have ten (10) business days from the date of mailing receipt of any such Participation Notice to agree in writing to purchase such Participation Rights Holder's Pro Rata Share (and any reallotments as provided below) of such New Securities for the price and upon the general terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Shareand any reallotments). If any Participation Rights Holder fails to so agree in writing within such ten (10) business day period to purchase such Participation Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Securities, then such Nonpurchasing Participation Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each purchase. Such Participation Rights Holder who has timely agreed to shall purchase his full Pro Rata Share of the portion elected by such offering of New Securities (a "Purchasing Holder") written notice Participation Rights Holder concurrently with the closing of the failure transaction triggering the Right of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice")Participation. Each Purchasing Participation Rights Holder shall have a right of overallotment reallotment such that such Purchasing that, if any other Participation Rights Holder may agree fails to exercise the right to purchase a portion its full Pro Rata Share of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering New Securities, the other participating Participation Rights Holders may exercise an additional right to purchase, on a pro rata basis according to basis, the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeNew Securities not previously purchased.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten fifteen (1015) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten fifteen (1015) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing HolderNONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its or his Pro Rata Share of such New Securities that it or he did not so agree to purchase purchase, and the Company shall promptly give each Rights Holder who has timely agreed to purchase its or his full Pro Rata Share of such offering of New Securities (a "Purchasing HolderPURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NoticeNOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Holders Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing HolderNONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing HolderPURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "NoticeNOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing HolderNONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing HolderPURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) business days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) business day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New 51 Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) business days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten 30 days (10or such shorter period as may be agreed to by holders of at least 80% of the then outstanding shares of Preferred Stock and Common Stock then held by the Investors, voting together as a single class on an as-converted basis) days from the date delivery of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) 30 day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his his, her or its Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his his, her or its full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) 10 days after receiving the Overallotment Notice. If the consideration for any New Securities is in a form other than cash, each Rights Holder shall be entitled to pay cash equal to the fair market value of such consideration to exercise such Rights Holders’ rights hereunder.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 7.2 hereof. Each Rights Holder shall have ten thirty (1030) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 7.2 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten thirty (1030) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing receipt of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written ----------------- notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of -------------------- overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities in a single transaction or a series of related transactions, it shall give to each Rights Holder the Preemptive Right Holders a written notice of its intention to issue such New Securities (the "“Participation Notice"”), describing the amount and the type of New Securities and Securities, the price and the general terms and conditions upon which the Company proposes to issue such New Securities. Each Rights Holder The Preemptive Right Holders shall have ten fifteen (1015) days Business Days from the date of mailing receipt of any such Participation Notice (the “Participation Period”) to agree in writing to purchase such Rights Preemptive Right Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the Participation Notice by giving a written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Preemptive Right Holder's ’s Pro Rata Share). If any Rights Preemptive Right Holder fails to so agree in writing within such ten fifteen (1015) day Business Day period to purchase such Rights Preemptive Right Holder's ’s full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Securities, then such Nonpurchasing Preemptive Right Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and purchase; provided that if any Preemptive Right Holder fails to so agree within such fifteen (15) Business Days’ period solely because the Company fails to comply with the notice provision of this Section 4.2, then the Company shall promptly give each Rights not effect the proposed issuance of any New Securities. If any Preemptive Right Holder who has timely agreed fails or declines to purchase his full exercise its Pro Rata Share of such offering of New Securities (in full in accordance with this Section 4, the Company shall give a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment “Second Participation Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time ”) within five (5) days Business Days following the Participation Period to all other Preemptive Right Holders who have exercised their respective Pro Rata Share in full. Each such Preemptive Right Holder shall have fifteen (15) Business Days from the date of receipt of any such Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desires to purchase more than its Pro Rata Share of the New Securities and state therein the number of the additional New Securities it proposes to purchase (the “Additional Number”); provided, further, that Alibaba and NS shall have the right to exercise such overallotment right only if after receiving exercising such overallotment right, the Overallotment Noticetotal shareholding percentage of Alibaba and NS in the Company (calculated on a fully-diluted and as-converted basis) does not exceed twenty percent (20%). If, as a result thereof, such oversubscription exceeds the total number of the New Securities available for purchase, each oversubscribing Preemptive Right Holder will be cut back by the Company with respect to its oversubscription to that number of the New Securities equal to the lesser of (i) the Additional Number or (ii) the product obtained by multiplying (x) the number of the remaining New Securities available for subscription by (y) a fraction, the numerator of which is the number of Common Shares (calculated on an as-converted but not fully-diluted basis) held by such oversubscribing Preemptive Right Holder immediately prior to the issuance of New Securities giving rise to the Preemptive Right and the denominator of which is the total number of Common Shares (calculated on an as-converted but not fully-diluted basis) held by all oversubscribing Preemptive Right Holders immediately prior to the issuance of New Securities giving rise to the Preemptive Right.

Procedures. In As soon as possible after UPR's telephonic request, but in any event by no later than the event that end of the Company proposes Business Day following UPR's request, UPFUELS' Authorized Trader (as designated pursuant to undertake an issuance Section 14.4) shall determine if it is able to offer a Locked Price and, if it is able, the Locked Price (expressed in MMBtus) it is willing to offer, and shall notify UPR's Authorized Trader (as designated pursuant to Section 14.4) of New Securitiessuch Price. UPFUELS' notice shall be addressed to UPR's Authorized Trader, it and shall give separately state the differential, if any, applicable to each Rights Holder written notice the Locked Price. If UPR accepts the Locked Price, including any adjustments thereto required to reflect the market value at the Delivery Point(s) of its intention the Committed Gas sold pursuant to issue New Securities (the Locked Price, then UPFUELS shall forward to UPR's Authorized Trader a "Notice")Price Lock Confirmation," in substantially the form attached hereto as Exhibit D, describing specifying the type of New Securities and the price and the general terms upon to which the Company proposes Parties have agreed. Such Price Lock Confirmation shall be forwarded to issue such New SecuritiesUPR's Authorized Trader as soon as possible following UPR's acceptance of the Locked Price. Each Rights Holder The terms set forth in the Price Lock Confirmation shall have ten (10) days from be binding upon the date of mailing of any such Notice to agree Parties unless UPR's Authorized Trader notifies UPFUELS' Authorized Trader in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice UPR disputes one or more of the failure terms set forth in said Price Lock Confirmation within two (2) Business Days of any Nonpurchasing Holder to purchase such Nonpurchasing Rights HolderUPR's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion Authorized Trader's receipt of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticePrice Lock Confirmation.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "Notice"“NOTICE”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 5.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"“NONPURCHASING HOLDER”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder"“PURCHASING HOLDER”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"“OVERALLOTMENT NOTICE”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Investor a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities, given in accordance with Section 8.2 hereof. Each Rights Holder Investor shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 8.2 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Investor’s Pro Rata Share). If any Rights Holder Investor fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's Investor’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"Investor”), then such Nonpurchasing Holder Investor shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"Investor”) written notice of the failure of any Nonpurchasing Holder Investor to purchase such Nonpurchasing Rights Holder's Investor’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder Investor shall have a right of overallotment such that such Purchasing Holder Investor may agree to purchase a portion of the Nonpurchasing Holders' Investors’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights HoldersInvestors, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that If the Company proposes to undertake an issuance of New Securities, it shall give prior written notice to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"), ”) describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten fifteen (1015) business days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share (or any portion thereof) of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Rights Holder shall have the right to pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten fifteen (1015) business day period to purchase such Rights Holder's full ’s Pro Rata Share (or any portion thereof) of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase his its full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' Holder’s unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, Holders at any time within five (5) business days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the "“Participation Notice"”), describing the amount and type of New Securities and Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten fifteen (1015) days Business Days from the date of mailing receipt of any such Participation Notice (the “Notice Period”) to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree respond in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")the Notice Period, then such Nonpurchasing Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities. Upon the expiration of the Notice Period, the purchaser(s) to which the Company proposes to issue New Securities may, within fifteen (15) Business Days after the expiration of the Notice Period, elect to purchase in aggregate all or any portion of the Available New Securities at the same or higher price and upon nonprice terms not more favorable to the purchasers thereof than specified in the Participation Notice (for the purposes of this Section 7.4, the number of “Available New Securities” equals (a) the total number of New Securities that he did not so agree the Company intends to issue as described in the Participation Notice less (b) the number of New Securities that the Rights Holders elect to purchase and pursuant to the foregoing). In the event that the purchaser(s) does not elect to purchase in aggregate all of the Available New Securities, immediately after fifteen (15) Business Days of the expiration of the Notice Period, the Company shall promptly give notify each Rights Holder who has timely agreed that elects to purchase his full Pro Rata Share or acquire all the shares available to it (each, a “Fully Exercising Shareholder”) of such offering the number of Remaining New Securities (for the purposes of this Section 7.4, the number of “Remaining New Securities” equals (x) the total number of New Securities that the Company intends to issue as described in the Participation Notice less (a "Purchasing Holder"y) written the number of New Securities that the Rights Holders and the purchaser(s) elect to purchase pursuant to the foregoing). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Shareholder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the failure Remaining New Securities which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Nonpurchasing Holder Preferred Shares, by such Fully Exercising Shareholder bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares then held, by all Fully Exercising Shareholders who wish to purchase such Nonpurchasing Rights Holder's full Pro Rata Share Remaining New Securities. The closing of any sale pursuant to this Section 7.4 shall occur within one hundred and twenty (120) days of the expiration of the Participation Notice. In the event that the Company has not issued and sold such offering of New Securities within such one hundred and twenty (120) days period, then the "Overallotment Notice"). Each Purchasing Holder Company shall have a right of overallotment not thereafter issue or sell any New Securities without again first offering such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according New Securities to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeHolders pursuant to this Section 7.4.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice. Rights Holders exercising the right of first refusal set forth in this Section 3 may pay the purchase price for such securities (i) in cash (by check) or by wire transfer, (ii) by cancellation of any outstanding debt and/or accrued interest, including the Notes, owed by the Company to the Rights Holder; (iii) by exchange of the Company's securities held by Rights Holder at the Fair Market Value thereof or (iv) by a combination of (i), (ii) and (iii).

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Rights Holder written notice of its intention to issue New Securities (the "“Participation Notice"”), describing the amount and type of New Securities and Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten fifteen (1015) days Business Days from the date of mailing receipt of any such Participation Notice (the “Notice Period”) to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree respond in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")the Notice Period, then such Nonpurchasing Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities. Upon the expiration of the Notice Period, the purchaser(s) to which the Company proposes to issue New Securities may, within fifteen (15) Business Days after the expiration of the Notice Period, elect to purchase in aggregate all or any portion of the Available New Securities at the same or higher price and upon non-price terms not more favorable to the purchasers thereof than specified in the Participation Notice (for the purposes of this Section 7.4, the number of “Available New Securities” equals (a) the total number of New Securities that he did not so agree the Company intends to issue as described in the Participation Notice less (b) the number of New Securities that the Rights Holders elect to purchase and pursuant to the foregoing). In the event that the purchaser(s) does not elect to purchase in aggregate all of the Available New Securities, immediately after fifteen (15) Business Days of the expiration of the Notice Period, the Company shall promptly give notify each Rights Holder who has timely agreed that elects to purchase his full Pro Rata Share or acquire all the shares available to it (each, a “Fully Exercising Shareholder”) of such offering the number of Remaining New Securities (for the purposes of this Section 7.4, the number of “Remaining New Securities” equals (x) the total number of New Securities that the Company intends to issue as described in the Participation Notice less (a "Purchasing Holder"y) written the number of New Securities that the Rights Holders and the purchaser(s) elect to purchase pursuant to the foregoing). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Shareholder may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the failure Remaining New Securities which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Nonpurchasing Holder Preferred Shares, by such Fully Exercising Shareholder bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares then held, by all Fully Exercising Shareholders who wish to purchase such Nonpurchasing Rights Holder's full Pro Rata Share Remaining New Securities. The closing of any sale pursuant to this Section 7.4 shall occur within one hundred and twenty (120) days of the expiration of the Participation Notice. In the event that the Company has not issued and sold such offering of New Securities within such one hundred and twenty (120) days period, then the "Overallotment Notice"). Each Purchasing Holder Company shall have a right of overallotment not thereafter issue or sell any New Securities without again first offering such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according New Securities to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeHolders pursuant to this Section 7.4.

Procedures. In the event that If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder written notice Major Investor of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Major Investor shall have ten (10) 20 business days from the date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder's Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein in such notice the quantity of New Securities to be purchased (not to exceed such Rights Holder's Major Investor’s Pro Rata Share). If any Rights Holder Major Investor fails to so agree in writing within such ten (10) 20 business day period to purchase all or any portion of such Rights Holder's full Major Investor’s Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder under this Agreement to purchase that part of his its Pro Rata Share of such New Securities that he such Nonpurchasing Holder did not so agree to purchase and purchase. Promptly after the expiration of such 20 business day period, the Company shall promptly give each Rights Holder Major Investor who has timely agreed to purchase his its full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure number of any such New Securities that the Nonpurchasing Holder Holders failed to agree to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a the right of overallotment such that to purchase such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Holder’s Pro Rata Shares Share (or any other lesser share agreed to by each Purchasing Holder) of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, New Securities at any time within five (5) business days after receiving the Overallotment Notice. The Company will promptly respond to any reasonable information requests made by Major Investors in response to a Notice.

Procedures. (a) In the event that the Company Corporation proposes to undertake an issuance of ---------- issue New Securities, it shall give to each Rights Holder Investor written notice of its intention to issue New Securities (the "First Notice")) of its intention, describing the type of New Securities and Securities, the price price, and the general terms upon which the Company Corporation proposes to issue such New Securitiesthe same. Each Rights Holder shall have ten Within seven (107) days from after receipt of the date First Notice, the Investors shall give the Corporation written notice (the "Investor Notice") of mailing of any such Notice to agree in writing its intention to purchase such Rights Holder's or obtain, at the price and on the terms specified in the Notice, a number of shares equal to or less than its Pro Rata Share of such the New Securities for Securities. The Investor Notice shall be deemed a binding offer to purchase the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity number of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share)set forth therein. If any Rights Holder fails to so agree in writing within such ten (10) day period In addition, the Investor Notice shall state whether the Investor wishes to purchase such Rights Holder's full more than its Pro Rata Share of an offering the New Securities. The Corporation shall promptly give written notice to each Investor that purchases its Pro Rata Share of the New Securities (a "Nonpurchasing HolderFully-Exercising Investor")) of the amount of New Securities, then such Nonpurchasing Holder shall forfeit the right hereunder if any, that other Investors do not elect to purchase that part of his Pro Rata Share of such New Securities that he did not so agree in response to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities First Notice (the "Overallotment Second Notice"). Each Purchasing Holder Fully Exercising Investor shall have a right notify the Corporation within three (3) days of overallotment such that such Purchasing Holder may agree receipt of the Second Notice if it would like to purchase a portion any of the Nonpurchasing Holders' unpurchased Pro Rata Shares unsubscribed shares and indicate the maximum number of such offering on a pro rata basis according unsubscribed shares it would like to purchase. The Corporation shall inform the relative Pro Rata Shares Fully-Exercising Investor of the Purchasing Rights Holders, at any time within five total number of unsubscribed shares available and provide the Fully-Exercising Investor with an allocation of the unsubscribed shares based on the number of shares of Common Stock (5assuming conversion of all Preferred Stock into Common Stock) days after receiving the Overallotment Noticeheld by each Fully Exercising Investor.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Major Investor a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 5.2. Each Rights Holder Major Investor shall have ten (10) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 5.2 based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Major Investor’s Pro Rata Share). If any Rights Holder fails to so agree in writing within At the expiration of such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")period, then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give notify each Rights Holder who has timely agreed Major Investor that elects to purchase his full Pro Rata Share or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such offering notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities (a "Purchasing Holder") written notice for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the number of shares of the failure Company’s Common Stock issued or issuable upon conversion of any Nonpurchasing Holder the Shares owned by such Fully Exercising Investor then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion of the Shares then held, by all Fully Exercising Investors who wish to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeunsubscribed shares.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten thirty (1030) days (or such shorter period as may be agreed to by holders of at least eighty percent (80%) of the then outstanding shares of Preferred Stock and Common Stock then held by the Investors, voting together as a single class on an as-converted basis) from the date delivery of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten thirty (1030) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his his, her or its Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his his, her or its full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice. If the consideration for any New Securities is in a form other than cash, each Rights Holder shall be entitled to pay cash equal to the fair market value of such consideration to exercise such Rights Holders’ rights hereunder.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five ten (510) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right --------------------- hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the The Company proposes to undertake shall make an issuance of New Securities, it shall give Offer by giving to each Rights Eligible Holder at least 30 Business Days' prior written notice of its intention the proposed Additional Sale. Such notice will (i) identify the class and number of shares or amount of securities proposed to issue New Securities be issued (the "NoticeOffered Securities"), describing the type proposed date of New Securities issuance and the price and other terms of the general terms upon which the Company proposes issuance and (ii) constitute an offer to issue to each such New Eligible Holder its Allocated Amount of the Offered Securities at the same price and on the same other terms (subject to Section 5.2(c)) as are proposed for such Additional Sale, which offer shall remain open for a period of 15 Business Days from the date such notice is given by the Company. Any Offer and any Offered Securities to be made to an Eligible Holder that is a Regulation Y Holder shall provide for such holder to acquire non-voting equivalents of such Offered Securities. Each Rights Eligible Holder desiring to accept such Offer shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving give written notice to the Company and stating therein prior to the quantity end of New the 15-Business Day period of such Offer. Such notice (a "Notice of Acceptance") will (A) set forth the maximum amount of the Offered Securities which such Eligible Holder elects to be purchased purchase (not to exceed such Rights Eligible Holder's Pro Rata Share)"Subscribed Amount") and (B) constitute an acceptance of the Offer with respect to such Eligible Holder's Allocated Amount of the Offered Securities. If any Rights such Eligible Holder fails to so agree give a Notice of Acceptance, such Eligible Holder shall be deemed to have rejected such Offer in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share full. At the closing of an offering of New Securities Additional Sale, each Eligible Holder who shall have timely accepted the related Offer pursuant to this Section 5.2(a) (a each, an "Nonpurchasing Accepting Holder")) shall acquire from the Company, then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed issue to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Eligible Holder") written notice , its Allocated Amount of the failure of any Nonpurchasing Holder Offered Securities at the same price and on the same other terms (subject to purchase Section 5.2(c)) as such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (Additional Sale. The Additional Offeree shall be entitled to acquire at the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion closing of the Nonpurchasing Holders' unpurchased Pro Rata Shares related Additional Sale its Allocated Amount of the Offered Securities. Any Offered Securities not issued at such offering on a pro rata basis according Additional Sale may not thereafter be sold or otherwise issued by the Company to an Additional Offeree until they are again offered to the relative Pro Rata Shares of Eligible Holders under the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeprocedures specified in this Section 5.1(a).

Procedures. In the event that If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) thirty days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Rights Holder shall have the right to pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase his its full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase unpurchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' Holder’s unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, Holders at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NoticeNOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails falls to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering offering, of New Securities (a "Nonpurchasing HolderNONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing HolderPURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.2 hereof. Each Rights Holder shall have ten (10) 20 days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.2 hereof based upon the manner or method of notice, to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) 20 day period to purchase up to such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to ---------- undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), ------ describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Holder shall have the right to pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase up to such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right -------------------- hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase his its full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the ----------------- failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of -------------------- overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' Holder's unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, Holders at any time within five ten (510) days after receiving the Overallotment Notice.

Procedures. In (i) Following a Triggering Event, if the event that Stockholders desire to sell any of the Company proposes Applicable Shares pursuant to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"Section 1(a), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Stockholders shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice deliver to the Company a written, unconditional and stating therein irrevocable notice (the quantity “Put Exercise Notice”) during the Put Notice Period exercising the Put Right that specifies the number of New Securities Applicable Shares to be sold by the Stockholders (collectively, the “Put Shares”). If the Company desires to cause the Stockholders to sell all or a portion of the Applicable Shares pursuant to Section 1(b), the Company shall deliver to the Stockholders a written, unconditional and irrevocable notice (the “Call Exercise Notice”) exercising the Call Right that specifies the number of Applicable Shares to be purchased (not the “Call Shares”) from the Stockholders. The Company shall, without derogating from its obligations, representations and warranties hereunder, immediately upon receiving the Put Exercise Notice or providing the Call Exercise Notice (1) upon the receipt of advice of its legal counsels and auditors as to exceed the requisite corporate actions and receipt of third party approvals (including, if applicable, court approval), take all corporate actions necessary to carry out the transactions contemplated under the Put Exercise Notice or Call Exercise Notice, as applicable, including, without limitation, convening the Company’s Board of Directors for requisite approvals (to the extent required) no later than the minimum time permitted under law, and (2) provide the Stockholders with all information as to the legal requirements on behalf of the Company to consummate the contemplated transaction that at such Rights Holder's Pro Rata Sharetime have been or are to be met, and provide Stockholders, in reasonable detail, the reasons for any further action required to be taken prior to execution of the Put Exercise Notice or Call Exercise Notice, as applicable (the “Impediment”). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Concurrently, then such Nonpurchasing Holder shall forfeit after consulting with the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and Stockholders, the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") shall, at its own cost and expense and, upon written notice approval of the failure Stockholders, seek, to the extent practicable given the nature of the Impediment, competent court or other requisite approval to nevertheless carry out the foregoing transactions. The Company shall, at all times, consult with the Stockholders and keep them informed of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticelegal proceedings.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.that

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall first give to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights HoldersHolders who are seeking to exercise such overallotment right, at any time within five (5) days after receiving deemed delivery under Section 6.1 of the Overallotment Notice. As used herein, the term “Subsidiary” shall mean any corporation, limited liability company, partnership or other entity of which at least fifty percent (50%) of the outstanding voting stock or other ownership interests having ordinary voting power is at the time owned directly or indirectly by the Company or by one or more of such subsidiary corporations, limited liability companies, partnerships or other entities.

Procedures. In the event that If the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions) in circumstances that entitled a Participation Rights Holder to participate therein in accordance this Section 7(f), it the Company shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "Participation Notice"), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have ten fifteen (1015) business days from the date of mailing receipt of any such Participation Notice to agree in writing to purchase such Rights Holder's Pro Rata Share up to the maximum number of such New Securities that such Participation Rights Holder is entitled to purchase for the purchase price specified in Section 7(f)(v) above and upon the general terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Sharemaximum). If any Participation Rights Holder fails to so agree in writing within such ten (10) 15 business day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")period, then such Nonpurchasing Participation Rights Holder shall forfeit the right hereunder to purchase participate in such sale of New Securities; provided, however, that part until the expiration of his Pro Rata Share the Initial Rights Period, any Participation Rights Holders that have elected to exercise their Right of Participation shall be entitled to exercise such right with respect to any New Securities that he did not so agree to purchase where such right has been forfeited by such other Participation Rights Holder(s), and the Company shall promptly give each follow repeat the procedures set forth in this Section 7(f) to ascertain whether the electing Participation Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder Holders desire to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of other New Securities (Securities. All sales hereunder shall be consummated concurrently with the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion closing of the Nonpurchasing Holders' unpurchased Pro Rata Shares transaction triggering the Right of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeParticipation.

Procedures. In the event that If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Rights Holder shall have the right to pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase his its full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' Holder’s unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, Holders at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) thirty days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Rights Holder shall have the right to pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten (10) thirty day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase his its full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' Holder’s unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, Holders at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In (i) Pursuant to Section 3.02 of the event Lease, so long as no Default, Event of Default, Non-Performance Event or Environmental Trigger shall have occurred and be continuing at the time the Lessee delivers the Extension Request and such request is timely made pursuant to Section 3.02 of the Lease, the Lessee may request that the Company proposes to undertake an issuance of New SecuritiesLessor, it shall give to each Rights Holder written notice of its intention to issue New Securities the Agent and the Holders extend the Lease and the related financing by the Holders for the Extension Term (such request by the Lessee is herein called the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeExtension Request"). Each Purchasing Holder shall have thirty (30) days from receipt of such request to inform the Agent whether such Holder, in its sole and absolute discretion, agrees to the Extension Request. Failure of any such Holder to indicate its acceptance or rejection by such time shall be deemed to constitute such Holder's rejection thereof. If any Holder (a right of overallotment such that such Purchasing Holder may agree "Non-Accepting Holder") rejects (or is deemed to purchase a portion have rejected) the Extension Term, the Agent, at the request of the Nonpurchasing Holders' unpurchased Pro Rata Shares of Lessee, shall have the right to cause such offering on Non-Accepting Holder to transfer its interests under the Operative Documents to any other Holder that has agreed to the Extension Term or to a replacement Holder which would be an Eligible Assignee hereunder. Existing Holders shall be offered the right, but shall not be required, to acquire a pro rata basis according share of the Non-Accepting Holders' interests. Any such transfer shall be made pursuant to an Assignment and Assumption executed by the Non-Accepting Holder and the Assignee. The date of transfer shall be the then-existing Maturity Date. If any Holder rejects the Extension Request and the Agent has been unable to locate a transferee of such Holder's or Holders' interests under the Operative Documents at least one hundred twenty (120) days prior to the relative Pro Rata Shares then-existing Maturity Date, the date of the Purchasing Rights Holders, at any time within five (5) days after receiving Maturity Date shall not be Participation Agreement Proprietary & Confidential extended or changed and the Overallotment NoticeLessee shall be deemed to have elected the option to purchase the Lessor's interest in the Properties under the Lease.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to (i) purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share) and (ii) if electing to purchase such Pro Rata Shares of New Securities, such Rights Holder’s intention to purchase any shares pursuant to any rights to overallotment (as described below). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities (and shall forfeit any right to overallotment) that he he, she or it did not so agree to purchase and the Company shall promptly give each purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall also have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the any Nonpurchasing Holders' Holder’s unpurchased Pro Rata Shares Share of such offering of New Securities on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders. If a Purchasing Holder elects to exercise his overallotment rights, at any time he shall so agree within five (5) days after receiving the Overallotment Noticesame 20-day period from the date such Notice is effective.

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities , it shall first give to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities proposed to be issued and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he such Holder did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his such Rights Holder’s full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering of New Securities on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving deemed delivery under Section 6.1 of the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a the right of overallotment such that such Purchasing Holder may agree to purchase a portion such Rights Holder's Pro Rata Share (according to the relative Pro Rata Shares of all Purchasing Holders) of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Rights Holder shall have the right to pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase his its full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' Holder's unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, Holders at any time within five (5) business days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 4.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten thirty (1030) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten thirty (1030) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall will give at least twenty (20) days prior to the proposed issuance to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall will have ten fifteen (1015) days from the date of mailing receipt of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten fifteen (1015) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall will forfeit the right hereunder to purchase that part of his such Nonpurchasing Holder's Pro Rata Share of such New Securities that he such Nonpurchasing Holder did not so agree to purchase and the Company shall will promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall will have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, or such other amount as the Purchasing Holders shall determine among themselves by mutual agreement at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In (a) The foregoing rights of holders of shares of Series A Preferred Stock to take any action as provided in this Article VIII may be exercised at any annual meeting of stockholders or at a special meeting of stockholders held for such purpose as hereinafter provided or at any adjournment thereof, or by the event that written consent, delivered to the Company proposes Secretary of the Corporation, of the holders of the minimum number of shares required to undertake an issuance take such action, notwithstanding Article Sixth of New Securities, it shall give the Amended and Restated Certificate of Incorporation of the Corporation. So long as such right to each Rights Holder vote continues (and unless such right has been exercised by written notice consent of its intention the minimum number of shares required to issue New Securities (the "Notice"take such action), describing the type Chairman of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date Board of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price Directors may call, and upon the general terms specified written request of holders of record of 20% of the outstanding shares of Series A Preferred Stock, addressed to the Secretary of the Corporation at the principal office of the Corporation, shall call, a special meeting of the holders of shares entitled to vote as provided herein. The Corporation shall use its best efforts to hold such meeting within 60 days after delivery of such request to the Secretary, at the place and upon the notice provided by law and in the Notice by giving written notice Bylaws for the holding of meetings of stockholders. (b) Each director elected pursuant to Section C or D hereof shall serve until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, unless the director's term of office shall have terminated pursuant to the Company and stating therein provisions of Section C or D hereof, as the quantity case may be. In case any vacancy shall occur among the directors elected pursuant to Section C or D hereof, such vacancy may be filled for the unexpired portion of New Securities to be purchased the term by vote of the remaining director or directors theretofore elected by such holders (not to exceed or such Rights Holderdirector's Pro Rata Shareor directors' successor in office), if any. If any Rights Holder fails such vacancy is not so filled within 20 days after the creation thereof or if all of the directors so elected shall cease to so agree in writing within serve as directors before their term shall expire, the holders of the shares of Preferred Stock then outstanding and entitled to vote for such ten (10) day period director pursuant to purchase the provisions of Section C or D hereof, as the case may be, may elect successors to hold office for the unexpired terms of any vacant director- ships, by written consent as herein provided, or at a special meeting of such Rights Holder's full Pro Rata Share holders called as provided herein. The holders of an offering a majority of New Securities (a "Nonpurchasing Holder")the shares of Preferred Stock entitled to vote for directors pursuant to Section C or D hereof, then such Nonpurchasing Holder as the case may be, shall forfeit have the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, remove with or without cause at any time within five (5) days after receiving the Overallotment Notice.and replace any directors such holders have elected pursuant to such section, by written consent as herein provided, or at a special meeting of such holders called as provided herein. F.

Procedures. In the event that If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder written notice Major Investor of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Major Investor shall have ten (10) 20 days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Major Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein in such notice the quantity of New Securities to be purchased (not to exceed such Rights Holder's Major Investor’s Pro Rata Share). If any Rights Holder fails Major Investor fails, within such 20-day period, to so agree in writing within such ten (10) day period to purchase such Rights Holder's Major Investor’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder under this Agreement to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and purchase. Promptly after the expiration of such 20-day period, the Company shall promptly give each Rights Holder Major Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure number of any the Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Holders’ unpurchased Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a the right of overallotment such that to purchase such Purchasing Holder may agree Holder’s Pro Rata Share (or any other share agreed to purchase a portion by each Purchasing Holder) of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to New Securities (the relative Pro Rata Shares of the Purchasing Rights Holders, “Available Shares”) at any time within five (5) 10 days after receiving the Overallotment Notice; provided, however, that if more than one Purchasing Holder elects to purchase Available Shares, then each Purchasing Holder shall have the right to purchase the number of Available Shares determined by multiplying the number of Available Shares by a fraction (converted to a percentage), the numerator of which is equal to the number of shares of Fully-Diluted Common Stock then owned by the Purchasing Holder and the denominator of which is equal to the aggregate number of shares of Fully-Diluted Common Stock then owned by all Purchasing Holders.

Procedures. In (i) Pursuant to Section 3.02 of the event Lease, so long as no Default under Section 6.01(a), 6.01(d)(i) (with respect to Section 7(b) of the Guaranty) or Section 6.01(e) or no Event of Default or Unwind Event shall have occurred and be continuing, at the time the Company, as Lessee, delivers the Extension Request and such request is timely made pursuant to Section 3.02 of the Lease, the Company may request that the Lessor, the Agent and the Note Holders extend the Lease and the related financing (represented by the Notes and the Investments) for the Extension Term (such request by the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (is herein called the "NoticeExtension Request"), describing the type of New Securities . Each Note Holder and the price Lessor shall have thirty (30) days from receipt of such request to inform the Agent whether such Person, in its sole and absolute discretion, agrees to the Extension Request. Failure of any such Person to indicate its acceptance or rejection by such time shall be deemed to constitute such Person's rejection thereof. If any Note Holder (a "Non-Accepting Holder") rejects (or is deemed to have rejected) the Extension Term, the Agent, at the request of the Company, shall have the right to cause such Non-Accepting Holder to transfer its interests under the Operative Documents to any other Note Holder that has agreed to the Extension Term or to a replacement Note Holder, which would be an Eligible Assignee hereunder. Existing Note Holders shall be offered the right, but shall not be required, to acquire a pro rata share of the Non-Accepting Holders' interests. Any such transfer shall be made pursuant to an Assignment and Acceptance executed by the Non-Accepting Holder and the general terms upon Eligible Assignee. The date of transfer shall be the then-existing Maturity Date. If any Note Holder rejects the Extension Request and the Agent has been unable to locate a transferee of such Note Holder's or Note Holders' interests under the Operative Documents at least by the date which the Company proposes to issue such New Securities. Each Rights Holder shall have is ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice months prior to the Company and stating therein then-existing Maturity Date, or if the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Lessor rejects the Extension Request, then such Nonpurchasing Holder the Maturity Date shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticebe extended or changed.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have ten fifteen (1015) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten fifteen (1015) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "NoticeNOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 4.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing HolderNONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing HolderPURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that Within ten (10) days of receipt of a Transfer Notice, the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice (a “Section 3.6 Notice”) of its intention the receipt of such Transfer Notice, which shall also set forth all of the information provided by the Common Stock Holder to issue New Securities (the "Notice"), describing Company regarding the type of New Securities proposed transferee and the offered price for the Offered Shares, and include the general terms upon name and address of the Common Stock Holder, a statement of the number of Offered Shares being made available to the Rights Holders (after deducting those which the Company proposes intends to issue such New Securitiesrepurchase). Each Rights Holder shall have ten fifteen (1015) days from the date of mailing of any such Section 3.6 Notice to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities Offered Shares for the price and upon the general terms specified in the Section 3.6 Notice by giving written notice to the Company and the Common Stock Holder and stating therein the quantity of New Securities Offered Shares to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten fifteen (1015) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Offered Shares, then such Nonpurchasing Rights Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities Offered Shares that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticepurchase.

Procedures. In Prior to the event consummation of any transaction subject to Section 6.01 hereof, the Person or group of Persons that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities acquire Units in a Tag-Along Sale (the "NoticePROPOSED PURCHASER") shall make a written offer to the Holders (the "TAG-ALONG PURCHASE OFFER") which offer shall describe in reasonable detail the Securities proposed to be purchased, the price to be paid and all other material terms of the Tag-Along Sale. The Holders shall have 15 days after the making of the Tag-Along Purchase Offer in which to accept the Tag-Along Purchase Offer. If any Holder accepts the Tag Along Purchase Offer ("PARTICIPATING HOLDER"), describing such Participating Holder shall be entitled to sell in the type Tag-Along Sale a number of New Securities Units and Warrant Units (including Warrant Units issuable upon the exercise of Warrants) equal to the product of (i) the quotient determined by dividing (x) the number of Units and Warrant Units owned by such Participating Holder (including Warrant Units issuable upon the exercise of Warrants) BY (y) the aggregate number of Units (on a Fully Diluted Basis) owned by the Charter Member and all Participating Holders, and (ii) the aggregate number of Units and Warrants proposed to be purchased by the Proposed Purchaser in the Tag-Along Sale; PROVIDED that if the Tag-Along Sale would cause a Change of Control, then the Participating Holders shall be entitled to sell 100% of their respective Units and Warrant Units (but not exceeding the aggregate amount of Units proposed to be acquired in the Tag-Along Sale). The Tag-Along Purchase Offer shall be at the same price and on the general same terms upon which and conditions as the Company proposes offer by the Proposed Purchaser to issue such New Securities. Each Rights the Charter Member, except that no Participating Holder shall have ten (10) days from be required to make representations and warranties to or agreements with the date Proposed Purchaser other than representations, warranties and agreements regarding such Participating Holder and its ownership of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree sold in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeTag-Along Sale.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Owner written notice of its intention to issue New Securities (the "“Rights Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Owner shall have ten (10) 15 days from the date of mailing receipt of any such Rights Notice to agree in writing to purchase up to such Rights Holder's Owner’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Rights Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Owner’s Pro Rata Share)) and representing to the Company that such Owner is an Accredited Investor. If any Rights Holder Owner fails to so agree and represent in writing within such ten (10) 15 day period to purchase such Rights Holder's Owner’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder Owner who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) 15 days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake ---------- an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the ------ type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of receiving any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right --------------------- hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall will give to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall will have ten fifteen (1015) days from the date of mailing deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten fifteen (1015) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall will forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall will promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall will have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving deemed delivery under Section 6.1 of the Overallotment Notice.

Procedures. (a) First Participation Notice. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "“First Participation Notice"”), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have ten thirty (1030) days from the date of mailing receipt of any such First Participation Notice to agree in writing to purchase up to all of such Participation Rights Holder's ’s Pro Rata Share of fifty percent (50%) of such New Securities for the price and upon the general terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder's ’s Pro Rata ShareShare of fifty percent (50%) of such New Securities). If any Participation Rights Holder fails to so agree in writing within such ten thirty (1030) day period to purchase such Participation Rights Holder's ’s full Pro Rata Share of an offering of fifty percent (50%) of such New Securities (a "Nonpurchasing Holder")Securities, then such Nonpurchasing Participation Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of fifty percent (50%) of such New Securities that he it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities purchase. (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"b). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions) that would result in a ten percent (10%) or greater reduction in the Pro Rata Share of each Participation Rights Holder, it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "Participation Notice"), describing the amount and the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have ten (10) business days from the date of mailing receipt of any such 15 SCHEDULE 13D Page 43 of __ Participation Notice to agree in writing to purchase such Participation Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms and conditions specified in the Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder's Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within such ten (10) business day period to purchase such Participation Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Securities, then such Nonpurchasing Participation Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each purchase. Such Participation Rights Holder who has timely agreed to shall purchase his full Pro Rata Share of the portion elected by such offering of New Securities (a "Purchasing Holder") written notice Participation Rights Holder concurrently with the closing of the failure transaction triggering the Right of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeParticipation.

Procedures. In At any time and from time to time prior to the event that consummation of a Qualified IPO, if the Company proposes to undertake an issuance of issue any New SecuritiesOwnership Interests, it shall the Company will give to each Rights Preemptive Right Holder prior written notice of its intention to issue New Securities (the "Notice")such proposal, describing the type of New Securities Ownership Interests and the price and the general other terms and conditions upon which the Company proposes to issue such the New SecuritiesOwnership Interests (“Company Notice”). Each Rights Preemptive Right Holder will have 10 Business Days from the giving of the Company Notice to provide the Company with a notice of an election to purchase New Ownership Interest (“Election Notice”). In each Election Notice each Preemptive Right Holder shall specify the desired number of New Ownership Interests to be purchased, which shall in no case be greater than the aggregate number of New Ownership Interests the Company proposes to issue (with each Preemptive Right Holder that indicates a desire to purchase a number of New Ownership Interests in excess of the number of New Ownership Interests such Preemptive Right Holder would be entitled to purchase had all Preemptive Right Holders elected to purchase their full pro rata share of the New Ownership Interest, calculated according to Section 3.5.1 being referred to herein as a “Super Preemptive Right Holder”). Upon receipt of all Election Notices from the Preemptive Right Holders if all Preemptive Right Holders elect to purchase their full pro rata portion of the New Ownership Interest, the Company shall sell to each Preemptive Right Holder the pro rata portion of the New Ownership Interests calculated in accordance with Section 3.5.1. Where less than all of the Preemptive Right Holders elect to purchase their full pro rata portion of the New Ownership Interests, the Company shall sell to each Preemptive Right Holder their full pro rata portion of the New Ownership Interests calculated in accordance with Section 3.5.1 or, as applicable, such lesser amount any such Preemptive Right Holder elected to purchase and, thereafter, the Company shall allocate the remaining New Ownership Interests (the “Remaining New Ownership Interests”) among the Super Preemptive Rights Holders. Each Super Preemptive Right Holder will have ten the right to purchase that number of the Remaining New Ownership Interests equal to the product of (10x) the number of the Remaining New Ownership Interests, multiplied by (y) a fraction, the numerator of which is the aggregate number of Units of Membership Interest and Membership Interest Equivalents held by such Super Preemptive Right Holder and the denominator of which is the aggregate number of all of the Units of Membership Interest and Membership Interest Equivalents held by all of the Super Preemptive Rights Holders; provided, that no Super Preemptive Right Holder shall be entitled to purchase in excess of the number of New Ownership Interests specified in their Election Notice. To the extent the procedure described in the preceding sentence does not result in the purchase of all Remaining New Ownership Interests, such procedure shall be repeated until there are no Remaining New Ownership Interests or until the maximum subscription requests of all such Super Preemptive Right Holders have been fulfilled. The issuance of any New Ownership Interests by the Company and required payment by the Preemptive Right Holders and the Super Preemptive Right Holders, if any, exercising their Preemptive Rights will occur no earlier than 15 days from the date of mailing the Company Notice. If the Preemptive Right Holders and the Super Preemptive Right Holders, if any, fail to exercise in full their Preemptive Rights, the Company will have 120 days thereafter to sell the New Ownership Interests in respect of any such Notice to agree in writing to purchase such which the Preemptive Right Holders’ Preemptive Rights Holder's Pro Rata Share of such New Securities for the were not exercised, at a price and upon the general terms and conditions no more favorable to the purchasers thereof than specified in the Notice by giving written notice to Company Notice. If the Company and stating therein the quantity of has not sold such New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing Ownership Interests within such ten (10) 120 day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")provided for in the foregoing sentence, then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed not thereafter issue or sell any New Ownership Interests without first offering such securities to purchase his full Pro Rata Share the Preemptive Right Holders in the manner provided in this Section 3.5. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interests to any Member if such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeoffer or sale.

Procedures. In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the "“Participation Notice"”), describing the amount and the type of New Securities and Securities, the price and the general terms upon which the Company proposes to issue such New Securities and such Participation Rights Holder’s Pro Rata Share of such New Securities. Each Participation Rights Holder shall have ten (10) business days from the date of mailing receipt of any such Participation Notice to agree in writing to purchase (i) up to such Participation Rights Holder's ’s Pro Rata Share of such New Securities Securities, (ii) the shares of Participation Rights Holders who elect not to purchase their Pro Rata Share (“Oversubscription Shares”) or (iii) any amounts thereof, for the price and upon the general terms and conditions specified in the Notice by giving written Participation Notice. Such notice shall be given to the Company and stating therein state the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share)purchased. If any Participation Rights Holder fails to so agree in writing within such ten (10) business day period to purchase such Participation Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Securities, then such Nonpurchasing Participation Rights Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he it did not so agree to purchase and the Company shall promptly give each purchase. Such Participation Rights Holder who has timely agreed shall purchase the portion elected by such Participation Rights Holder, if any, concurrently with the closing of the transaction triggering the Right of Participation. If, in the aggregate, Participation Rights Holders desire to purchase his full Pro Rata Share of more Oversubscription Shares than are available, such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shares shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according be allocated to the relative Pro Rata Shares Participation Rights Holders in proportion to the number of the Purchasing Registrable Securities held by such Participation Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten fifteen (1015) days from the date of mailing deemed delivery of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten fifteen (1015) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his such Holder’s Pro Rata Share of such New Securities that he such Holder did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his such Holder’s full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' ’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving deemed delivery of the Overallotment Notice.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "NoticeNOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 5.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing HolderNONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing HolderPURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeOVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In the event that If the Company proposes to undertake an issuance of offer or sell New Securities, it shall give written notice to each Rights Holder written notice Investor of its bona fide intention to issue offer or sell such New Securities (the "“Notice"”), describing the type number or amount of New Securities and the price and the general terms upon which the Company proposes to issue offer or sell such New Securities. Each Rights Holder Investor shall have ten (10) 15 business days from the date of mailing of any such Notice to agree in writing elect to purchase or acquire up to such Rights Holder's Investor’s Pro Rata Share of such New Securities for the price and upon on the general terms specified in the Notice by giving written notice to the Company and stating therein in such notice the quantity number or amount of New Securities to be purchased or acquired (not to exceed such Rights Holder's Investor’s Pro Rata Share). If any Rights Holder Investor fails to so agree in writing within such ten (10) 15 business day period to purchase or acquire all or any portion of such Rights Holder's full Investor’s Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder under this Agreement to purchase or acquire that part of his its Pro Rata Share of such New Securities that he such Nonpurchasing Holder did not so agree elect to purchase and or acquire. Promptly after the expiration of such 15 business day period, the Company shall promptly give each Rights Holder Investor who has timely agreed elected to purchase his or acquire its full Pro Rata Share of such offering of New Securities (a "“Purchasing Holder"”) written notice of the failure number or amount of any such New Securities that the Nonpurchasing Holder Holders failed to elect to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities or acquire (the "“Overallotment Notice"”). Each Purchasing Holder shall have a the right of overallotment such that to elect to purchase or acquire such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Holder’s Pro Rata Shares Share (or any other share agreed to by each Purchasing Holder) of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, New Securities at any time within five (5) business days after receiving the Overallotment Notice.

Procedures. In order to trigger the event that Equity Conversion, the Company proposes to undertake an issuance of New Securities, it Required Holders shall give to each Rights Holder provide a written notice of its intention to issue New Securities Equity Conversion (the "“Conversion Voting Notice"), describing ”) to the type of New Securities Trustee and the price Company, signed by the Required Holders or their legal representatives (together with DTC or Euroclear participant or custodian confirmation of the Required Holders’ beneficial ownership of the Notes). As promptly as practicable after the receipt by the Company of the Conversion Voting Notice, the Company and the general terms upon which Junior PIK Notes Director (or, if the Company proposes Junior PIK Notes Director is not serving for any reason, the Required Holders pursuant to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving a written notice to the Trustee and the Company, signed by the Required Holders or their legal representatives, certifying and providing evidence that the signatories of such notice are Holders who together hold more than 50% in outstanding principal amount of the Notes (excluding any Holders that are Affiliates of the Company)) shall mutually select an independent investment banking firm of national standing (the “Appraiser”) that shall determine the conversion rate per US$1,000 principal amount of Notes (including voting rights) for the Equity Conversion (the “Conversion Rate”) based on the Company’s total equity value as of the date of the Conversion Voting Notice. As promptly as practicable and not later than 10 Business Days after the Conversion Rate has been delivered in writing to the Company by the Appraiser, the Company, or the Trustee at the direction of the Company, shall mail a notice (the “Conversion Notice”) to the Holders, with a copy to the Trustee. The Conversion Notice, which shall govern the terms of the settlement of the Equity Conversion, shall include such disclosures as are required by applicable law and stating therein shall state, to the quantity extent applicable: (i) the effective date of New Securities the Equity Conversion (the “Conversion Date”), which shall be a date that is at least 10 days but not more than 60 days after the date of the Conversion Notice, subject to any adjustments that may be purchased required by the Company’s bylaws or applicable law; (not ii) the Conversion Rate; (iii) any additional steps or procedures necessary to exceed implement the Equity Conversion, including any such Rights steps or procedures that may be required by the Company’s bylaws or applicable law; and (iv) the name and address of the Paying Agent and any other agent with responsibilities relating to the Equity Conversion. Unless and until the Trustee shall receive a Conversion Notice, the Trustee may assume without inquiry that no Equity Conversion has occurred. On the Conversion Date, the Company shall issue and shall deliver or shall cause issuance and delivery to each Holder at the office or agency maintained by the Company for such purpose pursuant to Section 4.02, a certificate or certificates for the number of Company Shares issuable upon the conversion of such Holder's Pro Rata Share)’s Notes at the Conversion Rate, in accordance with the Company’s bylaws and applicable law. Upon the settlement of the Equity Conversion on the Conversion Date, the Trustee shall promptly cancel all outstanding Notes and PIK Interest shall cease to accrue on such Notes. Each conversion shall be deemed to have been effected with respect to the Notes on the Conversion Date, and the Person in whose name any certificate or certificates for Company Shares are issuable upon such conversion shall be deemed to have become on such date the holder of record of the Company Shares represented thereby. No fractional Company Shares shall be issued upon conversion of Notes. If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share fractional portions of an offering Company Shares would otherwise be issuable upon the conversion of New Securities (a "Nonpurchasing Holder")any Notes, then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed deliver a number of Company Shares rounded up to purchase his full Pro Rata Share the nearest whole number of such offering of New Securities (a "Purchasing Holder") written notice of the failure Company Shares. The Company shall not take any action pursuant to this Article XI without complying, if applicable, with any applicable rules of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (stock exchange on which the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of Company Shares are listed at the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticerelevant time.