Common use of Procedures Clause in Contracts

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 thereafter to sell the New 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. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if Whenever the Company proposes pursuant to issue any New the NTT Law declines to register particular Shares presented by the Custodian for registration in the name of the 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 InterestLimitation and notifies the Depositary in writing of such refusal, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes Depositary agrees to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice use its best reasonable efforts to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the 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) determine the Holder of the ADRs evidencing the ADSs representing such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or Shares, (ii) stop transfer of such ADRs and disregard any voting instructions in respect thereof, (iii) notify such Holder has previously suffered 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 discretion and to 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 pursuant to paragraph (10) 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 uncured Funding Defaultamount 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. If not all 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 net proceeds of 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 elect to purchase their Participating Interest any part or all of Deposited Securities, and may apply such deduction or the New Ownership Interest, then the Company will promptly notify proceeds of any such sale 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 payment of such notice deficiency, and shall proportionately reduce the number of ADS evidenced by ADRs then issued and outstanding to notify the Company reflect any such sale 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 thereafter to sell the New 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 aboveshares.

Procedures. Until Any Investor who does not exercise its respective rights of first refusal shall have the right, exercisable upon delivery of a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein Selling Shareholder, with a copy to the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoingCompany, 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 within twenty (20) Business Days from after the initial date of notice the Transfer Notice (the “First Co-Sale Period”), to participate in the sale of any Transfer Shares to the extent of such issuance by Investor’s Pro Rata Co-Sale Share at the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a same price and upon general the same terms and conditions materially no more favorable 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 purchasers full extent to sell such Investor’s Pro Rata Co-Sale Share, the Selling Shareholder shall deliver written notice thereof than specified (the “Second Co-Sale Notice”), within two (2) days after the expiration of the First Co-Sale Period, to each Investor that elected to the full extent to sell such Investor’s Pro Rata Co-Sale Share (the “Co-Sale Holder”). Each Co-Sale Holder shall have ten (10) Business Days from the date of the Second Co-Sale Notice (the “Second Co-Sale Period”) to notify the Selling Shareholder of its desire to participate in the Company’s 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 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 Holders pursuant lesser of (a) the number of the additional shares it proposes to this Section 4.5.2co-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. If To the Company has not sold extent one (1) or more of the Investors exercise such New Ownership Interest within one hundred eighty (180) days following right of co-sale in accordance with the notice provided pursuant to Section 4.5.2terms and conditions set forth below, the Company will not thereafter issue or number of Transfer Shares that the Selling Shareholder may sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovetransaction shall be correspondingly reduced.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Major Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Holder of Major Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving date 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 Major Investor’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of New Securities to be purchased (not to exceed such Major Investor’s Pro Rata Share). If any Major Investor fails to so agree in writing within such thirty (30) day period to purchase such 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, she or it did not so agree to purchase and the Company shall promptly give each 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 New Ownership Interest failure of any Nonpurchasing Holder to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell purchase 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 Nonpurchasing Holder’s full Pro Rata Share of such offer or sale; or offering of New Securities (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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“Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing 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 may agree to purchase all (or a portion any part) of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such unsubscribed New Ownership Interest (allocated based on offering, according to the relative Participating Interests Pro Rata Shares of the Purchasing Holders electing to purchase such Holdersoverallotment shares, if necessary). The issuance of at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within ten (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 (18010) days thereafter to sell after the New Ownership Interest in respect of which date 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 Overallotment Notice is effective 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 above6.1.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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, 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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, 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Share of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice 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 notify the Company any of its election to purchase all partners, members or any affiliated fund or entity of the Holder (including, without limitation, 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 fund or entity managed by the Company and required payment same manager or managing member or general partner or management company or by the Holders exercising their Preemptive Right will occur no earlier than twenty an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company (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 Rightsa fund or entity, the Company will have one hundred and eighty (180) days thereafter to sell the New 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 abovean “Affiliated Fund”).

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Major Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Holder of Major Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving delivery of such notice Notice to agree in writing to purchase its applicable Participating Interest such Major Investor’s Pro Rata Share of the such New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Major Investor’s Pro Rata Share). Notwithstanding If any Major Investor fails to so agree in writing within such twenty (20) day period to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the foregoingright hereunder to purchase that part of his, the Company will not be required to offer her or sell its Pro Rata Share of such New Ownership Interest Securities that he, she or it did not so agree to any Member if: (i) such offer or sale would cause the purchase. The Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will shall promptly notify in writing the Holders Major Investors who do did so elect to purchase such Major Investors’ Pro Rata Share of such New Securities (the “Participating Major Investors”) and will shall offer such Holders Participating Major Investors the right to acquire such unsubscribed shares of New Ownership InterestSecurities. Each such Holder of Investor Units and/or Common Units will The Participating Major Investors shall have five ten (510) Business Days days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares of such New Securities. In the event that the Participating Major Investors desire, in the aggregate, to purchase in excess of the total number of unsubscribed New Ownership Interest (allocated based on the relative Participating Interests shares of such HoldersNew Securities, if necessary). The issuance then the number 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 thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at unsubscribed shares that each Participating Major Investor may purchase shall be reduced on 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 abovepro rata basis.

Procedures. Until a Qualified IPO, if (i) In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Ownership Interest Securities, the price and the price, the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days from the giving date of receipt of any such Participation Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice 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 Pro Rata Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities, but shall not be deemed to 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 notify each Rights Holder that elects to purchase 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 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 Ownership Interest Securities for which Rights Holders were entitled to be purchased. Notwithstanding subscribe but that were not subscribed for by the foregoingRights 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 Company will not be required to offer Ordinary Shares issued and held, or sell such New Ownership Interest to any Member if: issuable (idirectly or indirectly) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all upon conversion and/or exercise, as applicable, of the Holders elect Preferred Shares then held, by all Fully Exercising Investors who wish to purchase their Participating Interest of the New Ownership Interest, 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)shares. The issuance closing 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 thereafter to sell the New 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 sale pursuant to this Section 4.5.2. If 7.4 shall occur within the Company has not sold such New Ownership Interest within one hundred eighty later of ninety (18090) days following of the notice provided date that the Participation Notice is given and the date of initial sale of New Securities 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 above7.5.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, purchased (not to exceed such Rights Holder's Pro Rata Share) and to execute and deliver to the Company will not such other documentation as may be reasonably required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause by the Company to be in violation of applicable federal or state securities laws by virtue demonstrate that such Rights Holder is, at the 136 time of such offer or sale; or (ii) such of New Securities, an "accredited investor" as defined in Regulation D. If any Rights Holder has previously suffered an uncured Funding Default. If not all of the Holders elect fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer to demonstrate such Holders the right to acquire Rights Holder's status as an "accredited investor" within 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 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 initial date 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 HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"OVERALLOTMENT NOTICE"). If Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Holders fail Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to exercise in full the Preemptive Rightsrelative Pro Rata Shares of the Purchasing Rights Holders, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Investor's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 Investor'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 Investor fails to so agree in writing within such ten (10) day period to purchase such Investor's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING INVESTOR"), then such Nonpurchasing Investor shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING INVESTOR") written notice of the failure of any Nonpurchasing Investor to purchase such Nonpurchasing Investor's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Investor shall have a right of overallotment such that such Purchasing Investor may agree to purchase a portion of the 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 Nonpurchasing Investors' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Investors, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date on which any such Notice was given to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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 such Nonpurchasing Holder's Pro Rata Share of such New Securities that such Nonpurchasing Holder did not so agree to purchase; and the Company shall promptly give each Rights Holder who has timely agreed to purchase 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 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until (a) If a Qualified IPOGreen Plains Entity acquires or constructs Subject Assets as described in Section 4.2(c)(ii), then not later than six (6) months after the consummation of the acquisition or the completion of construction by such Green Plains Entity of the applicable Subject Assets, as the case may be, the applicable Green Plains Entity shall notify the General Partner in writing of such acquisition or construction and shall offer the Partnership Group the opportunity to purchase such 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 Subject Assets (including a description of such Subject Assets and the purchase price for such Subject Assets) and, if the Company proposes any Green Plains Entity desires to issue any New Ownership Interestutilize such Subject Assets, the Company Offer will give each Holder of Investor Units and/or Common Units prior written notice also include the terms on which the Partnership Group would provide services to, and any minimum volume or throughput / tolling commitment of, the 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 General Partner of such intentionwritten notification (the “Offer Evaluation Period”), describing the New Ownership Interest 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 cause a Group Member to purchase such Subject Assets, in which event (A) such Green Plains Entity shall be forever free to continue to own or operate such Subject Assets, (B) this Agreement shall be deemed automatically amended to include such Subject Assets as ROFO Assets subject to Article V hereof for the remainder of the ROFO Period, and (C) if the priceGreen 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 Subject Assets (an “Affirmative Election Response”). Any Affirmative Election Response shall set forth the terms and conditions upon (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 Company proposes Partnership Group will provide services to issue any Green Plains Entity to enable such Green Plains Entity to utilize such Subject Assets), pursuant to which the New Ownership Interestapplicable Group Member would be willing to enter into definitive binding agreement(s) for such Subject Assets. Each Holder of Investor Units and/or Common Units will have fifteen (15) If no Business Days from Opportunity Response is delivered by the giving of such notice to agree to purchase its applicable Participating Interest General Partner on or before the last day of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership InterestOffer Evaluation Period, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right General Partner shall be deemed 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 elected not to notify the Company of its election cause a Group Member to purchase all or a portion such Subject Assets, and the provisions described in clauses (i)(A)-(C) 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 thereafter to sell the New 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 (1804.3(a) 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 aboveshall apply.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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, 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt 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 notice partnership Holder or to notify the Company of its election to purchase all members or a portion retired members 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 thereafter to sell the New Ownership Interest in respect of which the limited liability company 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. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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 it did not so agree to purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") shall have a right of over-allotment such ----------------- that such Purchasing Holder may purchase, on a pro rata basis, such portion of the New Ownership Interest Securities which any Nonpurchasing Holder elected not to purchase. The Company shall take all such action as may be purchased. Notwithstanding required by any regulatory authority in connection with the foregoingexercise by a Purchasing Holder of the right to purchase New Securities as set forth in this Section 3; provided, however, that -------- ------- the Company will shall not be required in connection therewith or as a condition thereto to offer qualify to do business or sell such New Ownership Interest to file a general consent to service of process in any Member if: (i) such offer state or sale would cause the Company to be in violation of applicable federal jurisdiction where it is not so qualified or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 thereafter to sell the New 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 where it has not sold made 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 abovea filing.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days business days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion 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 New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to failure of 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 offer or sale; or (ii) such Nonpurchasing Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 thereafter to sell the New 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.such

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Participation Notice"), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will The Participation Rights Holders shall have fifteen (15) Business Days 20 calendar days, from the giving date (the "Dispatch Date") that is the latest date of receipt of the Participation Notice by any of the Series A Preferred Holders, i-Hatch, or General Atlantic, to agree in writing to purchase the Participation Rights Holders' Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the portion of the 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 quantity of New Securities to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or purchased (not to exceed the Participation Rights Holder's Pro Rata Share), and (ii) such additional quantity of New Securities the Participation Rights Holder has previously suffered an uncured Funding Default. If not all of the Holders desires to purchase should any other Participation Rights Holder fail to elect to purchase their Participating Interest its entire Pro Rata Share. If a Participation Rights Holder fails to so agree in writing within such 20 calendar days to purchase such Participation Rights Holder's full Pro Rata Share of the an offering of New Ownership InterestSecurities, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders Participation Rights Holder shall forfeit the right hereunder to acquire purchase that part of its Pro Rata Share of such unsubscribed New Ownership InterestSecurities that it did not so agree to purchase and such forfeiting Participation Rights 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 their Pro Rata Share (such forfeited amount to 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 such Participation Rights Holder shall purchase the portion it has elected concurrently with the closing of Investor Units and/or Common Units will have five (5) Business Days after receipt the transaction triggering the Right 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 thereafter to sell the New 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 aboveParticipation.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Investor Units and/or Common Units prior Owner written notice of such intentionits intention to issue New Securities (the “Rights Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will Owner shall have fifteen (15) Business Days 15 days from the giving date of receipt of any such Rights Notice to agree in writing to purchase up to such Owner’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities in cash for the price and upon the general terms and conditions specified in the notice Rights Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Owner’s Pro Rata Share). If any Owner fails to so agree in writing within such 15-day period to purchase such 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 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Purchasing Holders, if necessary). The issuance of at any New Ownership Interest by time within 15 days after receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 5(a) hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 thirty (30) 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, 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within ten (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 (18010) days thereafter to sell after receiving the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Refusal Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Refusal Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days business days from the giving date of receipt of any such Participation Notice to agree in writing to purchase such Refusal Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice 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 Pro Rata Share). If any Refusal Rights Holder fails to so agree in writing within such fifteen (15) business day period to purchase such Refusal Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Refusal Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and, if there are any 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 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 Securities are being purchased by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Refusal 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 thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercisedPurchasers, at a price and upon general terms and conditions materially no more favorable Closing to be held on any mutually agreeable date within 30 days from the purchasers thereof than specified in date of 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 aboveParticipation Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Investor a written notice, given in accordance with Section 5.5, of its intention to issue any New Ownership Interest, Securities (the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention“Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest Investor’s Pro Rata Share of the such New Ownership Interest Securities 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 Investor’s Pro Rata Share). 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 other Investor’s failure to 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 Ownership Interest Securities for which Investors were entitled to be purchased. Notwithstanding subscribe but that were not subscribed for by the foregoing, Investors which is equal to the Company will not be required to offer proportion that the number of shares of Common Stock issued 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all issuable upon conversion of the Holders elect 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 their Participating Interest of the New Ownership Interest, 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 thereafter to sell the New 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 aboveshares.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days business days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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) 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 such Rights Holder’s Pro Rata Share of such New Securities that 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days business days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to elect in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 elect in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share 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 elected to purchase his full Pro Rata Share of such 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within ten (ii10) such Holder has previously suffered an uncured Funding Defaultdays after receiving the Overallotment Notice. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 any Rights Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify notifies the Company of its election to purchase all 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 a portion of at such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest other place as may be agreed upon by the Company and required payment 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 Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date Company of such notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred Rights Holder's election and eighty (180b) ten (10) days thereafter to sell after the New Ownership Interest in respect receipt of which any governmental consent or approval necessary for 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 consummation of 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 abovetransaction.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Ownership Interest Securities, the price and the price, the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days from the giving date of receipt of any such Participation Notice (the “Participation Period”) to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice 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 Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities, but shall not be deemed to 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 notify each Rights Holder that elects to purchase 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 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 Ownership Interest Securities for which Rights Holders were entitled to be purchased. Notwithstanding subscribe but that were not subscribed for by the foregoingRights 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 Company will not be required to offer Ordinary Shares issued and held, or sell such New Ownership Interest to any Member if: issuable (idirectly or indirectly) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all upon conversion and/or exercise, as applicable, of the Holders elect Preferred Shares then held, by all Fully Exercising Investors who wish to purchase their Participating Interest of the New Ownership Interest, 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)shares. The issuance closing 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 thereafter to sell the New 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 sale pursuant to this Section 4.5.2. If 7.4 shall occur within the Company has not sold such New Ownership Interest within one hundred eighty later of ninety (18090) days following of the notice provided date that the Participation Notice is given and the date of initial sale of New Securities 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 above7.5.

Procedures. Until a Qualified IPO, if the The Company proposes shall make an Offer by giving to issue any New Ownership Interest, the Company will give each Eligible Holder of Investor Units and/or Common Units at least 30 Business Days' prior written notice of such intentionthe proposed Additional Sale. Such notice will (i) identify the class and number of shares or amount of securities proposed to be issued (the "Offered Securities"), describing the New Ownership Interest proposed date of issuance and the price, price and other terms of the terms issuance and conditions upon which the Company proposes (ii) constitute an offer to issue to each such Eligible Holder its Allocated Amount of the New Ownership Interest. Each Holder 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 Investor Units and/or Common Units will have fifteen (15) 15 Business Days from the giving 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 notice Offered Securities. Each Eligible Holder desiring to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving accept such Offer shall give written notice to the Company and stating therein prior to the portion end of the 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 15-Business Day period of such offer or sale; or Offer. Such notice (iia "Notice of Acceptance") will (A) set forth the maximum amount of the Offered Securities which such Eligible Holder has previously suffered elects to purchase (such Eligible Holder's "Subscribed Amount") and (B) constitute an uncured Funding Defaultacceptance of the Offer with respect to such Eligible Holder's Allocated Amount of the Offered Securities. If not all any such Eligible Holder fails to give a Notice of Acceptance, such Eligible Holder shall be deemed to have rejected such Offer in full. At the Holders elect to purchase their Participating Interest closing of an Additional Sale, each Eligible Holder who shall have timely accepted the New Ownership Interest, 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 thereafter to sell the New 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 related Offer pursuant to this Section 4.5.2. If 5.2(a) (each, an "Accepting Holder") shall acquire from the Company, and the Company has not sold shall issue to such New Ownership Interest within one hundred eighty Eligible Holder, its Allocated Amount of the Offered Securities at the same price and on the same other terms (180) days following the notice provided pursuant subject to Section 4.5.2, 5.2(c)) as such Additional Sale. The Additional Offeree shall be entitled to acquire at the closing of the related Additional Sale its Allocated Amount of the Offered Securities. Any Offered Securities not issued at such Additional Sale may not thereafter be sold or otherwise issued by the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to an Additional Offeree until they are again offered to the Eligible Holders under the procedures specified in the manner provided abovethis Section 5.1(a).

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 4.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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, 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 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO(i) Pursuant to Section 3.02 of the Lease, if so long as no Default, Event of Default, Non-Performance Event or Environmental Trigger shall have occurred and be continuing at the Company proposes time the Lessee delivers the Extension Request and such request is timely made pursuant to issue any New Ownership InterestSection 3.02 of the Lease, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intentionLessee may request that the Lessor, describing the New Ownership Interest Agent and the price, Holders extend the terms Lease and conditions upon which the Company proposes to issue related financing by the New Ownership InterestHolders for the Extension Term (such request by the Lessee is herein called the "Extension Request"). Each Holder of Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving receipt of such notice request to agree inform the Agent whether such Holder, in its sole and absolute discretion, agrees to purchase the Extension Request. Failure of any such Holder to indicate its applicable Participating Interest acceptance or rejection by such time shall be deemed to constitute such Holder's rejection thereof. If any Holder (a "Non-Accepting Holder") rejects (or is deemed to have rejected) the Extension Term, the Agent, at the request of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoingLessee, 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders shall have the right to cause such 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 share of the Non-Accepting Holders' interests. Any such unsubscribed New Ownership Interesttransfer shall be made pursuant to an Assignment and Assumption executed by the Non-Accepting Holder and the Assignee. Each such The date of transfer shall be the then-existing Maturity Date. If any Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt rejects the Extension Request and the Agent has been unable to locate a transferee of such notice Holder's or Holders' interests under the Operative Documents at least one hundred twenty (120) days prior to notify the Company then-existing Maturity Date, the date of its election the Maturity Date shall not be Participation Agreement Proprietary & Confidential extended or changed and the Lessee shall be deemed to have elected the option 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 thereafter to sell the New 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 Lessor's interest in the Company’s notice to Properties under 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 aboveLease.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (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), the Company will shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Participation Notice"), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Participation Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days business days from the giving date of receipt of any such Participation Notice to agree in writing to purchase up to the maximum number of such notice to agree New Securities that such Participation Rights Holder is entitled to purchase its applicable Participating Interest of the New Ownership Interest for the purchase price specified in Section 7(f)(v) above and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the portion quantity of New Securities to be purchased (not to exceed such maximum). If any Participation Rights Holder fails to so agree in writing within such 15 business day period, then such Participation Rights Holder shall forfeit the right hereunder to participate in such sale of New Securities; provided, however, that until the expiration of 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 Ownership Interest to be purchased. Notwithstanding the foregoingSecurities where such right has been forfeited by such other Participation Rights Holder(s), and the Company will not shall follow repeat the procedures set forth in this Section 7(f) to ascertain whether the electing Participation Rights Holders desire to purchase such other New Securities. All sales hereunder shall be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause consummated concurrently with the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all closing of the Holders elect to purchase their Participating Interest transaction triggering the Right of the New Ownership Interest, 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 thereafter to sell the New 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 aboveParticipation.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give written notice to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days ten days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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). 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 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 its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase 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 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 Nonpurchasing Holder’s unpurchased Pro Rata Share of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders elect to purchase their Participating Interest of at any time within five days after receiving the New Ownership Interest, 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until (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 Qualified IPOspecial meeting of stockholders held for such purpose as hereinafter provided or at any adjournment thereof, if or by the Company proposes written consent, delivered to issue any New Ownership Interestthe Secretary of the Corporation, of the holders of the minimum number of shares required to take such action, notwithstanding Article Sixth of the Amended and Restated Certificate of Incorporation of the Corporation. So long as such right to vote continues (and unless such right has been exercised by written consent of the minimum number of shares required to take such action), the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest Chairman of the New Ownership Interest for the price Board of Directors may call, and upon the terms 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 conditions specified 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 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 the New Ownership Interest to be purchased. Notwithstanding term by vote of the foregoingremaining director or directors theretofore elected by such holders (or such director's or directors' successor in office), 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Defaultif any. If any such vacancy is not so filled within 20 days after the creation thereof or if all of the Holders elect directors so elected shall cease to purchase serve as directors before their Participating Interest term shall expire, the holders of the New Ownership Interestshares of Preferred Stock then outstanding and entitled to vote for such director pursuant to the provisions of Section C or D hereof, then as the Company will promptly notify in writing case may be, may elect successors to hold office for the Holders who do so elect and will offer unexpired terms of any vacant director- ships, by written consent as herein provided, or at a special meeting of such Holders holders called as provided herein. The holders of a majority of the shares of Preferred Stock entitled to vote for directors pursuant to Section C or D hereof, as the case may be, shall have the right to acquire remove with or without cause at any time and replace any directors such unsubscribed New Ownership Interest. Each holders have elected pursuant to such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt section, by written consent as herein provided, or at a special meeting 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)holders called as provided herein. 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 thereafter to sell the New 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.F.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to each Major Investor of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Major Investor Units and/or Common Units will shall have fifteen (15) Business Days 20 days from the giving date of mailing of any such notice Notice to agree to purchase its applicable Participating Interest such Major Investor’s Pro Rata Share of the such New Ownership Interest Securities 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 in such notice the portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Major Investor’s Pro Rata Share). Notwithstanding If any Major Investor fails, within such 20-day period, to agree in writing to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the foregoingright under this Agreement to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase. Promptly after the expiration of such 20-day period, the Company will not be required shall give each Major Investor who has timely agreed to offer or sell purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the number of the Nonpurchasing Holders’ unpurchased Pro Rata Share of such New Ownership Interest to any Member if: Securities (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such “Overallotment Notice”). Each Purchasing Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders shall have the right to acquire purchase such unsubscribed New Ownership Interest. Each such Holder Purchasing Holder’s Pro Rata Share (or any other share agreed to by each Purchasing Holder) of Investor Units and/or Common Units will have five (5) Business Days after receipt the Nonpurchasing Holders’ unpurchased Pro Rata Share of such notice to notify New Securities (the Company of its election “Available Shares”) at any time within 10 days after receiving the Overallotment Notice; provided, however, that if more than one Purchasing Holder elects to purchase all or 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 portion fraction (converted to a percentage), the numerator of such unsubscribed New Ownership Interest (allocated based on which is equal to the relative Participating Interests number of such Holders, if necessary). The issuance shares of any New Ownership Interest Fully-Diluted Common Stock then owned by the Company Purchasing Holder 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 thereafter to sell the New Ownership Interest in respect denominator of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable is equal 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 aboveaggregate number of shares of Fully-Diluted Common Stock then owned by all Purchasing Holders.

Procedures. Until In order to trigger the Equity Conversion, the Required Holders shall provide a Qualified IPOwritten notice of Equity Conversion (the “Conversion Voting Notice”) to the Trustee and the 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 Junior PIK Notes Director (or, if the Company proposes to issue Junior PIK Notes Director is not serving for any New Ownership Interestreason, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes Required Holders pursuant to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving a written notice to the Company Trustee and stating therein the portion 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 New Ownership Interest 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 be purchased. Notwithstanding the foregoingCompany by the Appraiser, the Company will not be 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 shall state, to offer or sell such New Ownership Interest to any Member ifthe extent applicable: (i) such offer the effective date of 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 required by the Company’s bylaws or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or salelaw; or (ii) the Conversion Rate; (iii) any additional steps or procedures necessary to implement the Equity Conversion, including any such Holder has previously suffered an uncured Funding Default. If not all steps or procedures that may be required by the Company’s bylaws or applicable law; and (iv) the name and address of the Holders elect Paying Agent and any other agent with responsibilities relating to purchase their Participating Interest of the New Ownership InterestEquity Conversion. Unless and until the Trustee shall receive a Conversion Notice, then the Trustee may assume without inquiry that no Equity Conversion has occurred. On the Conversion Date, the Company will promptly notify in writing shall issue and shall deliver or shall cause issuance and delivery to each Holder at 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 office 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 agency maintained by the Company and required payment by for such purpose pursuant to Section 4.02, a certificate or certificates for the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from number of Company Shares issuable upon the initial date of notice conversion of such issuance by Holder’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 fractional portions of Company Shares would otherwise be issuable upon the Holders fail to exercise in full the Preemptive Rightsconversion of any Notes, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect shall deliver a number of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable Company Shares rounded up to the purchasers thereof than specified in the Company’s notice to the Holders nearest whole number of Company Shares. The Company shall not take any action pursuant to this Section 4.5.2. If Article XI without complying, if applicable, with any applicable rules of any stock exchange on which the Company has not sold such New Ownership Interest within one hundred eighty (180) days following Shares are listed at 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 aboverelevant time.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to each Rights Holder of such intention, its intention to issue New Securities (the “Notice”) describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days business days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share (or any portion thereof) of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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). 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 fifteen (15) business day period to purchase such Rights Holder’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 its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase 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 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 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 Nonpurchasing Holder’s unpurchased Pro Rata Share of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 at any time within five (5) Business Days business days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (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, the Company will it shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Participation Notice"), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Participation Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days business days from the giving date of 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice 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, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase. Such Participation Rights Holder shall purchase the portion elected by such Participation Rights Holder concurrently with the closing of the New Ownership Interest to be purchased. Notwithstanding transaction triggering 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 Right of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 thereafter to sell the New 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 aboveParticipation.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Investor Units and/or Common Units prior Owner written notice of such intentionits intention to issue New Securities (the “Rights Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will Owner shall have fifteen (15) Business Days 15 days from the giving date of receipt of any such Rights Notice to agree in writing to purchase up to such Owner’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Rights Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Owner’s Pro Rata Share) and representing to the Company that such Owner is an Accredited Investor. If any Owner fails to so agree and represent in writing within such 15 day period to purchase such 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 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Purchasing Holders, if necessary). The issuance of at any New Ownership Interest by time within 15 days after receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultRights Holder's Pro Rata Share). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within 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 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 initial date 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 issuance 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 ten (10) 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. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New 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 Rights Holder; (iii) by exchange of the Company’s notice to 's securities held by Rights Holder at the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty Fair Market Value thereof or (180iv) days following the notice provided pursuant to Section 4.5.2by a combination of (i), 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(ii) and (iii).

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities in a single transaction or a series of related transactions, it shall give to the Company will give each Holder of Investor Units and/or Common Units prior Preemptive Right Holders a written notice of its intention to issue such intentionNew Securities (the “Participation Notice”), describing the New Ownership Interest amount and the pricetype of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will The Preemptive Right Holders shall have fifteen (15) Business Days from the giving date of receipt of any such Participation Notice (the “Participation Period”) to agree in writing to purchase such Preemptive Right Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving a written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Preemptive Right Holder’s Pro Rata Share). Notwithstanding If any Preemptive Right Holder fails to so agree in writing within such fifteen (15) Business Day period to purchase such Preemptive Right Holder’s full Pro Rata Share of an offering of New Securities, then such Preemptive Right Holder shall forfeit the foregoing, right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase; provided that if any Preemptive Right Holder fails to so agree within such fifteen (15) Business Days’ period solely because the Company will not be required fails to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause comply with the Company to be in violation notice provision of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interestthis Section 4.2, then the Company will promptly notify shall not effect the proposed issuance of any New Securities. If any Preemptive Right Holder fails or declines to exercise its Pro Rata Share in writing full in accordance with this Section 4, the Holders who do so elect and will offer such Holders Company shall give a written notice (the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have “Second Participation Notice”) within five (5) Business Days after receipt of such notice following the Participation Period 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 other Preemptive Right will occur no earlier than twenty Holders who have exercised their respective Pro Rata Share in full. Each such Preemptive Right Holder shall have fifteen (2015) Business Days from the initial date of notice receipt of any such issuance 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 exercising such overallotment right, the total 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. If Company with respect to its oversubscription to that number of the Holders fail New Securities equal to exercise in full 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 Rights, Right and the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect denominator of which is the Holder’s rights were total number of Common Shares (calculated on an as-converted but not exercised, at a price and upon general terms and conditions materially no more favorable fully-diluted basis) held by all oversubscribing Preemptive Right Holders immediately prior to the purchasers thereof than specified in the Company’s notice issuance of New Securities giving rise 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 abovePreemptive Right.

Procedures. Until At any time and from time to time prior to the consummation of a Qualified IPO, if the Company proposes to issue any New Ownership InterestInterests, the Company will give each Preemptive Right Holder of Investor Units and/or Common Units prior written notice of such intentionproposal, describing the New Ownership Interest Interests and the price, the price and other terms and conditions upon which the Company proposes to issue the New Ownership InterestInterests (“Company Notice”). Each Preemptive Right Holder of Investor Units and/or Common Units will have fifteen (15) 10 Business Days from the giving of such the Company Notice to provide the Company with a notice to agree of an election to purchase its applicable Participating 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 for 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 price and upon the terms and conditions specified in the notice by giving written notice Preemptive Right Holders if all Preemptive Right Holders elect to the Company and stating therein the 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 the right to purchase that number of the Remaining New Ownership Interests equal to the product of (x) 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 purchasedrepeated 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 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 which the Preemptive Right Holders’ Preemptive Rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company Notice. If the Company has not sold such New Ownership Interests within such 120 day period provided for in the foregoing sentence, the Company shall not thereafter issue or sell any New Ownership Interests without first offering such securities to 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 Interest Interests to any Member if: (i) if such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 thereafter to sell the New 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. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 5.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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, 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 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall first give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Purchasing Holders who do so elect and will offer are seeking to exercise such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have overallotment right, at any time within five (5) Business Days days after receipt deemed delivery under Section 6.1 of such notice to notify the Company Overallotment Notice. As used herein, the term “Subsidiary” shall mean any corporation, limited liability company, partnership or other entity of its election to purchase all which at least fifty percent (50%) of the outstanding voting stock or a portion of such unsubscribed New Ownership Interest (allocated based on other ownership interests having ordinary voting power is at the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest time owned directly or indirectly by the Company and required payment or by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice one or more of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rightssubsidiary corporations, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercisedlimited liability companies, 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 partnerships or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveother entities.

Procedures. Until Within ten (10) days of receipt of a Qualified IPO, if the Company proposes to issue any New Ownership InterestTransfer Notice, the Company will shall give to each Rights Holder of Investor Units and/or Common Units prior written notice (a “Section 3.6 Notice”) of the receipt of such intentionTransfer Notice, describing which shall also set forth all of the New Ownership Interest information provided by the Common Stock Holder to the Company regarding the proposed transferee and the priceoffered price for the Offered Shares, and include the terms name and conditions upon 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 the New Ownership Interestrepurchase). Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days days from the giving date of mailing of any such Section 3.6 Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Offered Shares for the price and upon the general terms and conditions specified in the notice Section 3.6 Notice by giving written notice to the Company and the Common Stock Holder and stating therein the portion quantity of the New Ownership Interest Offered Shares to be purchasedpurchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of Offered Shares, then such Rights Holder shall forfeit the foregoing, the Company will not be required right hereunder 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 purchase that part of applicable federal or state securities laws by virtue his Pro Rata Share of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If Offered Shares that he did not all of the Holders elect so agree to purchase their Participating Interest of the New Ownership Interest, 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 thereafter to sell the New 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 abovepurchase.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultRights Holder's Pro Rata Share). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within 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 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 initial date right hereunder to purchase that part of his Pro Rata Share of such New Securities that 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 issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"Overallotment Notice"). If Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Holders fail Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to exercise in full the Preemptive Rightsrelative Pro Rata Shares of the Purchasing Rights Holders, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO(i) Pursuant to Section 3.02 of the Lease, if so long as no Default under Section 6.01(a), 6.01(d)(i) (with respect to Section 7(b) of the Company proposes 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 issue any New Ownership InterestSection 3.02 of the Lease, the Company will give each 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 is herein called the "Extension Request"). Each Note Holder of Investor Units and/or Common Units prior written notice and the Lessor shall have thirty (30) days from receipt of such intentionrequest to inform the Agent whether such Person, describing in its sole and absolute discretion, agrees to the New Ownership Interest 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 price, Eligible Assignee. The date of transfer shall be the terms then-existing Maturity Date. If any Note Holder rejects the Extension Request and conditions upon which the Company proposes Agent has been unable to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving locate a transferee of such notice to agree to purchase its applicable Participating Interest of Note Holder's or Note Holders' interests under the New Ownership Interest for Operative Documents at least by the price and upon the terms and conditions specified in the notice by giving written notice date which is ten (10) months prior to the Company and stating therein then-existing Maturity Date, or if the portion of Lessor rejects the 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership InterestExtension Request, 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 Maturity Date shall not be extended 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 thereafter to sell the New 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 abovechanged.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days days from the giving date of deemed delivery of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 fifteen (15) 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 such Holder’s Pro Rata Share of such New Securities that such Holder did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt deemed delivery 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 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 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if (a) First Participation Notice. In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “First Participation Notice”), describing the New Ownership Interest amount and the price, type of New Securities and the price and the terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Participation Rights Holder of Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving date of receipt of any such First Participation Notice to agree in writing to purchase up to all of such notice to agree to purchase its applicable Participating Interest Participation Rights Holder’s Pro Rata Share of the fifty percent (50%) of such New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice First Participation Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed such Participation Rights Holder’s Pro Rata Share of fifty percent (50%) of such New Ownership Interest Securities). If any Participation Rights Holder fails to any Member if: so agree in writing within such thirty (i30) day period to purchase such offer or sale would cause the Company to be in violation Participation Rights Holder’s full Pro Rata Share of applicable federal or state securities laws by virtue an offering of fifty percent (50%) of such offer or sale; or (ii) New Securities, then such Participation Rights Holder has previously suffered an uncured Funding Default. If not all of shall forfeit the Holders elect right hereunder to purchase their Participating Interest that part of the New Ownership Interest, 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 its Pro Rata Share of Investor Units and/or Common Units will have five fifty percent (550%) Business Days after receipt of such notice New Securities that it did not so agree to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest purchase. (allocated based on the relative Participating Interests of such Holders, if necessaryb). 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 thereafter to sell the New 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. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 thirty (30) 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, 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company it will give at least twenty (20) days prior to the proposed issuance to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will have fifteen (15) Business Days days from the giving date of receipt of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Rights Holder's Pro Rata Share). Notwithstanding If any Rights Holder fails to so agree in writing within such fifteen (15) 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 will forfeit the foregoing, the Company will not be required right hereunder to offer or sell purchase that part of such Nonpurchasing Holder's Pro Rata Share of such New Ownership Interest to any Member if: (i) Securities that such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Nonpurchasing Holder has previously suffered an uncured Funding Default. If did not all of the Holders elect so agree to purchase their Participating Interest of the New Ownership Interest, then and the Company will promptly notify in writing 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 Holders who do so elect and will offer failure of any Nonpurchasing Holder to purchase such Holders Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the right to acquire such unsubscribed New Ownership Interest"Overallotment Notice"). Each such Purchasing Holder of Investor Units and/or Common Units 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 Holders, or such other amount as the Purchasing Holders shall determine among themselves by mutual agreement at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 4.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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, 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 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.2 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days 20 days from the giving date 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 Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 20 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 Pro Rata Share of such New Securities that 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by time within five days after receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "PARTICIPATION NOTICE"), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Participation Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days business days from the giving date of 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (and 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, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase. Such Participation Rights Holder shall purchase the portion elected by such Participation Rights Holder concurrently with the closing of the transaction triggering the Right of Participation. Each Participation Rights Holder shall have a right of reallotment such that, if any other Participation Rights Holder fails to exercise the right to purchase its full Pro Rata Share of the New Ownership Interest to be purchased. Notwithstanding the foregoingSecurities, the Company will not be required other participating Participation Rights Holders may exercise an additional right 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of purchase, on a pro rata basis, the New Ownership Interest, 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 thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were Securities 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 abovepreviously purchased.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities, given in accordance with Section 8.2 hereof. Each Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 Investor’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 Investor’s Pro Rata Share). If any Investor fails to so agree in writing within such twenty (20) day period to purchase such Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Investor”), then such Nonpurchasing Investor shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Investor”) written notice of the failure of any Nonpurchasing Investor to purchase such Nonpurchasing Investor’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Investor shall have a right of overallotment such that such Purchasing Investor may agree to purchase a portion of the 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 Nonpurchasing Investors’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Investors, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultRights Holder’s Pro Rata Share). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within 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 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 initial date 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 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 thereafter to sell the New Ownership Interest in respect of which the Nonpurchasing Rights Holder’s rights were not exercised, at full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have 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 right of overallotment 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.that

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 7.2 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving date 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 Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 thirty (30) 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, 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within ten (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 (18010) days thereafter to sell after receiving the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed such New Ownership Interest to any Member if: (iRights Holder’s Pro Rata Share) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or and (ii) if electing to purchase such Holder has previously suffered an uncured Funding DefaultPro Rata Shares of New Securities, such Rights Holder’s intention to purchase any shares pursuant to any rights to overallotment (as described below). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within 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 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 (and shall forfeit any right to overallotment) that he, she or it did not so agree to purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall also have a right of overallotment such that such Purchasing Holder may purchase a portion of any Nonpurchasing Holder’s unpurchased Pro Rata 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, he shall so agree within the same 20-day period 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 thereafter to sell the New 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 aboveNotice is effective.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities , the Company will it shall first give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities proposed to be issued and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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 such Holder did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering of New Securities on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt deemed delivery under Section 6.1 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give written notice to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Rights Holder's Pro Rata Share). Notwithstanding the foregoingterms set forth in the Notice, 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 offer or sale; or (ii) such each Rights Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders shall have the right to acquire pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within 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 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 initial date right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase 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 issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"Overallotment Notice"). If Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect Nonpurchasing Holder's unpurchased Pro Rata Share of which the Holder’s rights were not exercised, at such offering on a price and upon general terms and conditions materially no more favorable pro rata basis according to the purchasers thereof than specified in relative Pro Rata Shares of the Company’s notice to Purchasing Rights Holders at any time within five business days after receiving 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Ownership Interest Securities, the price and the price, the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days from the giving date of receipt of any such Participation Notice (the “Notice Period”) to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the portion quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within the Notice Period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities. Upon the expiration of the New Ownership Interest to be purchased. Notwithstanding the foregoingNotice Period, the Company will not be required purchaser(s) to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause which the Company proposes to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or issue New Securities may, within fifteen (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 (515) Business Days after receipt the expiration of such notice to notify the Company of its election Notice Period, elect to purchase in aggregate all or a any portion of such unsubscribed the Available New Ownership Interest (allocated based on Securities at 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 thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a same or higher price and upon general nonprice terms and conditions materially no not more favorable to the purchasers thereof than specified in the Company’s 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 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 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 notify each Rights Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Shareholder”) of 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 (y) 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 Holders Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the 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 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 Remaining New Securities. The closing of any sale pursuant to this Section 4.5.27.4 shall occur within one hundred and twenty (120) days of the expiration of the Participation Notice. If In the event that the Company has not issued and sold such New Ownership Interest Securities within such one hundred eighty and twenty (180120) days following the notice provided pursuant to Section 4.5.2period, then the Company will shall not thereafter issue or sell any New Ownership Interest Securities without again first offering such securities New Securities to the Rights Holders in the manner provided abovepursuant to this Section 7.4.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of receiving any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until (i) Following a Qualified IPOTriggering Event, if the Company proposes Stockholders desire to issue sell any New Ownership Interestof the Applicable Shares pursuant to Section 1(a), the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice Stockholders shall deliver to the Company a written, unconditional and stating therein irrevocable notice (the portion “Put Exercise Notice”) during the Put Notice Period exercising the Put Right that specifies the number of the New Ownership Interest Applicable Shares to be purchased. Notwithstanding sold by the foregoingStockholders (collectively, the “Put Shares”). If the Company will not be required desires to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company Stockholders to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 sell all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessaryApplicable Shares pursuant to Section 1(b). 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 thereafter to sell the New 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 shall deliver to the purchasers thereof than specified in 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 (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 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 notice Board of Directors for requisite approvals (to the Holders pursuant extent required) no later than the minimum time permitted under law, and (2) provide the Stockholders with all information as to this Section 4.5.2. If the legal requirements on behalf of the Company has not sold to consummate the contemplated transaction that at such New Ownership Interest within one hundred eighty time 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 (180) days following the notice provided pursuant to Section 4.5.2“Impediment”). Concurrently, after consulting with the Stockholders, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities shall, at its own cost and expense and, upon written approval of the Stockholders, seek, to the Holders in extent practicable given the manner provided abovenature 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 such legal proceedings.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion 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 New Ownership Interest failure of any Nonpurchasing Holder to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell purchase 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 Nonpurchasing Rights Holder's full Pro Rata Share of such offer or sale; or offering of New Securities (ii) such the "Overallotment Notice"). Each Purchasing Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders shall have the right to acquire purchase such unsubscribed New Ownership Interest. Each 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 Holder of Investor Units and/or Common Units will have offering at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Major Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 5.2. Each Holder of Major Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date 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 Major Investor’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 Major Investor’s Pro Rata Share). At the expiration of such ten (10) day period, the Company shall promptly notify each Major Investor that elects to purchase 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 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 Ownership Interest Securities for which Major Investors were entitled to be purchased. Notwithstanding the foregoing, the Company will subscribe but that were 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 subscribed for 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 thereafter to sell the New Ownership Interest in respect of Major Investors which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable is equal to the purchasers thereof than specified in proportion that the number of shares of the Company’s notice 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 Holders pursuant 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 this Section 4.5.2. If the Company has not sold purchase 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 aboveunsubscribed shares.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give written notice to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days thirty days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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). 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 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 its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to unpurchase 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 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 Nonpurchasing Holder’s unpurchased Pro Rata Share of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders elect to purchase their Participating Interest of at any time within five days after receiving the New Ownership Interest, 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any ---------- undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), ------ describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Rights Holder's Pro Rata Share). Notwithstanding the foregoingterms set forth in the Notice, 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 offer or sale; or (ii) such each Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders shall have the right to acquire pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within 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 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 initial date right -------------------- hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase 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 issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"Overallotment Notice"). If Each Purchasing Holder shall have a right of -------------------- overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holder's unpurchased Pro Rata Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days business days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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) 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days business days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until As soon as possible after UPR's telephonic request, but in any event by no later than the end of the Business Day following UPR's request, UPFUELS' Authorized Trader (as designated pursuant to Section 14.4) shall determine if it is able to offer a Qualified IPOLocked Price and, if the Company proposes to issue any New Ownership Interestit is able, the Company will give each Holder of Investor Units and/or Common Units prior written notice 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 such intentionPrice. UPFUELS' notice shall be addressed to UPR's Authorized Trader, describing and shall separately state the New Ownership Interest and differential, if any, applicable to the priceLocked Price. If UPR accepts the Locked Price, including any adjustments thereto required to reflect the market value at the Delivery Point(s) of the Committed Gas sold pursuant to the Locked Price, then UPFUELS shall forward to UPR's Authorized Trader a "Price Lock Confirmation," in substantially the form attached hereto as Exhibit D, specifying the terms and conditions upon to which the Company proposes Parties have agreed. Such Price Lock Confirmation shall be forwarded to issue UPR's Authorized Trader as soon as possible following UPR's acceptance of the New Ownership InterestLocked Price. Each Holder The terms set forth in the Price Lock Confirmation shall be binding upon the Parties unless UPR's Authorized Trader notifies UPFUELS' Authorized Trader in writing that UPR disputes one or more of Investor Units and/or Common Units will have fifteen the terms set forth in said Price Lock Confirmation within two (152) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest UPR's Authorized Trader's receipt of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 thereafter to sell the New 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 abovePrice Lock Confirmation.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “NOTICE”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 5.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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, 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 fifteen (15) 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 its or his Pro Rata Share of such New Securities that it or he did not so agree to 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 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Purchasing Holders, if necessary). The issuance of at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within ten (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 (18010) days thereafter to sell after receiving the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give written notice to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days thirty days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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). 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 thirty 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 its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase 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 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 Nonpurchasing Holder’s unpurchased Pro Rata Share of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders elect to purchase their Participating Interest of at any time within five days after receiving the New Ownership Interest, 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 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, 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 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 Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 twenty (20) 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultRights Holder's Pro Rata Share). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within 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 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 initial date right hereunder to purchase that part of his Pro Rata Share of such New Securities that 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 issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"OVERALLOTMENT NOTICE"). If Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Holders fail Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to exercise in full the Preemptive Rightsrelative Pro Rata Shares of the Purchasing Rights Holders, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the New Ownership Interest amount and the pricetype of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities and such Participation Rights Holder’s Pro Rata Share of such New Securities. Each Participation Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days business days from the giving date of receipt of any such Participation Notice to agree in writing to purchase (i) up to such Participation Rights Holder’s Pro Rata Share of such notice to agree New Securities, (ii) the shares of Participation Rights Holders who elect not to purchase its applicable Participating Interest of the New Ownership Interest their Pro Rata Share (“Oversubscription Shares”) or (iii) any amounts thereof, for the price and upon the terms and conditions specified in the Participation Notice. Such notice by giving written notice shall be given to the Company and stating therein state the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding 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, then such Participation Rights Holder shall forfeit the foregoing, the Company will not be required right hereunder to offer or sell purchase that part of its Pro Rata Share of such New Ownership Interest Securities that it did not so agree to any Member if: (i) purchase. Such Participation Rights Holder shall purchase the portion elected by such offer or sale would cause Participation Rights Holder, if any, concurrently with the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all closing of the transaction triggering the Right of Participation. If, in the aggregate, Participation Rights Holders elect desire to purchase their Participating Interest of the New Ownership Interestmore Oversubscription Shares than are available, 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 (shares shall be 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 thereafter to sell the New 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 Participation Rights Holders in the Company’s notice proportion to the Holders pursuant to this Section 4.5.2. If the Company has not sold number of Registrable Securities held by 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 aboveParticipation Rights Holders.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have 30 days (or such shorter period as may be agreed to by holders of Investor Units and/or at least 80% of the then outstanding shares of Preferred Stock and Common Units will have fifteen (15Stock then held by the Investors, voting together as a single class on an as-converted basis) Business Days from the giving delivery of such notice Notice to agree in writing to purchase its applicable Participating Interest such Rights Holder’s Pro Rata Share of the such New Ownership Interest Securities 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 30 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, her or its Pro Rata Share of such New Securities that 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, 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by time within 10 days after receiving 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 CompanyOverallotment Notice. If the Holders fail 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 in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s such Rights Holders’ 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 abovehereunder.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of receipt of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultRights Holder's Pro Rata Share). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within 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 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 initial date 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 issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"Overallotment Notice"). If Each Purchasing Holder shall have a right of -------------------- overallotment such that such Purchasing Holder may agree to purchase a portion of the Holders fail Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to exercise in full the Preemptive Rightsrelative Pro Rata Shares of the Purchasing Rights Holders, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company it will give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will have fifteen (15) Business Days days from the giving date of deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding If any Rights Holder fails to so agree in writing within such fifteen (15) 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 will forfeit the foregoing, the Company will not be required right hereunder to offer or sell purchase that part of his Pro Rata Share of 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If Securities that he did not all of the Holders elect so agree to purchase their Participating Interest of the New Ownership Interest, then and the Company will promptly notify in writing 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 Holders who do so elect and will offer failure of any Nonpurchasing Holder to purchase such Holders Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the right to acquire such unsubscribed New Ownership Interest“Overallotment Notice”). Each such Purchasing Holder of Investor Units and/or Common Units 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 Holders, at any time within five (5) Business Days days after receipt deemed delivery under Section 6.1 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Ownership Interest Securities, the price and the price, the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days from the giving date of receipt of any such Participation Notice (the “Notice Period”) to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the portion quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within the Notice Period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities. Upon the expiration of the New Ownership Interest to be purchased. Notwithstanding the foregoingNotice Period, the Company will not be required purchaser(s) to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause which the Company proposes to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or issue New Securities may, within fifteen (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 (515) Business Days after receipt the expiration of such notice to notify the Company of its election Notice Period, elect to purchase in aggregate all or a any portion of such unsubscribed the Available New Ownership Interest (allocated based on Securities at 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 thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a same or higher price and upon general non-price terms and conditions materially no not more favorable to the purchasers thereof than specified in the Company’s 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 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 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 notify each Rights Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Shareholder”) of 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 (y) 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 Holders Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the 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 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 Remaining New Securities. The closing of any sale pursuant to this Section 4.5.27.4 shall occur within one hundred and twenty (120) days of the expiration of the Participation Notice. If In the event that the Company has not issued and sold such New Ownership Interest Securities within such one hundred eighty and twenty (180120) days following the notice provided pursuant to Section 4.5.2period, then the Company will shall not thereafter issue or sell any New Ownership Interest Securities without again first offering such securities New Securities to the Rights Holders in the manner provided abovepursuant to this Section 7.4.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to each Major Investor of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Major Investor Units and/or Common Units will shall have fifteen (15) Business Days 20 business days from the giving date of mailing of any such notice Notice to agree to purchase its applicable Participating Interest up to such Major Investor’s Pro Rata Share of the such New Ownership Interest Securities 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 in such notice the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed 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 offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultMajor Investor’s Pro Rata Share). If not all of the Holders elect any Major Investor fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within 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 20 business day period to purchase all or a any portion of such unsubscribed Major Investor’s Pro Rata Share of an offering of New Ownership Interest Securities (allocated based on a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the relative Participating Interests right under this Agreement to purchase that part of its Pro Rata Share of such Holders, if necessary)New Securities that such Nonpurchasing Holder did not so agree to purchase. The issuance of any New Ownership Interest by Promptly after 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 expiration of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights20 business day period, the Company will shall give each Major Investor who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the number of such New Securities that the Nonpurchasing Holders failed to agree to purchase (the “Overallotment Notice”). Each Purchasing Holder shall have one hundred and eighty (180) days thereafter the right to sell the New Ownership Interest in respect of which the purchase such Purchasing Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable Pro Rata Share (or any other lesser share agreed 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 by each Purchasing Holder) of such New Ownership Interest Securities at any time within one hundred eighty (180) five business days following after receiving the notice provided pursuant to Section 4.5.2, the Overallotment Notice. The Company will not thereafter issue or sell promptly respond to any New Ownership Interest without first offering such securities reasonable information requests made by Major Investors in response to the Holders in the manner provided abovea Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days days from the giving date 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 notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities 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 fifteen (15) 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, 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, 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 at any time within five (5) Business Days days after receipt of such notice to notify receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have thirty (30) days (or such shorter period as may be agreed to by holders of Investor Units and/or at least eighty percent (80%) of the then outstanding shares of Preferred Stock and Common Units will have fifteen (15Stock then held by the Investors, voting together as a single class on an as-converted basis) Business Days from the giving delivery of such notice Notice to agree in writing to purchase its applicable Participating Interest such Rights Holder’s Pro Rata Share of the such New Ownership Interest Securities 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 thirty (30) 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, her or its Pro Rata Share of such New Securities that 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, 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 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 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 Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, 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 Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by time within ten (10) days after receiving 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 CompanyOverallotment Notice. If the Holders fail 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 in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s such Rights Holders’ 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 abovehereunder.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any offer or sell New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to each Investor of its bona fide intention to offer or sell such intentionNew Securities (the “Notice”), describing the number or amount of New Ownership Interest Securities and the price, the price and terms and conditions upon which the Company proposes to issue the offer or sell such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days 15 business days from the giving date of such notice Notice to agree elect to purchase its applicable Participating Interest or acquire up to such Investor’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon on the terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein in such notice the number or amount of New Securities to be purchased or acquired (not to exceed such Investor’s Pro Rata Share). If any Investor fails to so agree in writing within such 15 business day period to purchase or acquire all or any portion of such Investor’s Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right under this Agreement to purchase or acquire that part of its Pro Rata Share of such New Ownership Interest Securities that such Nonpurchasing Holder did not so elect to be purchasedpurchase or acquire. Notwithstanding Promptly after the foregoingexpiration of such 15 business day period, the Company will not be required shall give each Investor who has timely elected to offer purchase or sell acquire its full Pro Rata Share of such New Ownership Interest to any Member if: Securities (ia “Purchasing Holder”) such offer written notice of the number or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue amount of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of New Securities that the Nonpurchasing Holders failed to elect to purchase their Participating Interest of or acquire (the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders “Overallotment Notice”). Each Purchasing Holder shall have the right to elect to purchase or acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five Purchasing Holder’s Pro Rata Share (5or any other share agreed to by each Purchasing Holder) Business Days after receipt of such notice to notify New Securities at any time within five business days after receiving 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 thereafter to sell the New 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 aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if (a) In the Company event that the Corporation proposes to ---------- issue any New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice (the "First Notice") of such its intention, describing the type of New Ownership Interest and Securities, the price, and the general terms and conditions upon which the Company Corporation proposes to issue the New Ownership Interestsame. Each Holder Within seven (7) days after receipt of the First Notice, the Investors shall give the Corporation written notice (the "Investor Units and/or Common Units will have fifteen (15Notice") Business Days from the giving of such notice to agree its intention to purchase or obtain, at the price and on the terms specified in the Notice, a number of shares equal to or less than its applicable Participating Interest Pro Rata Share of the New Ownership Interest for Securities. The Investor Notice shall be deemed a binding offer to purchase the price and upon number of New Securities set forth therein. In addition, the terms and conditions specified in Investor Notice shall state whether the notice by giving Investor wishes to purchase more than its Pro Rata Share of the New Securities. The Corporation shall promptly give written notice to the Company and stating therein the portion each Investor that purchases its Pro Rata Share of the 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: Securities (ia "Fully-Exercising Investor") such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders amount of New Securities, if any, that other Investors do not elect to purchase their Participating Interest in response to the First Notice (the "Second Notice"). Each Fully Exercising Investor shall notify the Corporation within three (3) days of receipt of the New Ownership Interest, 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 Second Notice if it would like to purchase all or a portion any of such the unsubscribed New Ownership Interest (allocated shares and indicate the maximum number of unsubscribed shares it would like to purchase. The Corporation shall inform the Fully-Exercising Investor of the total number of unsubscribed shares available and provide the Fully-Exercising Investor with an allocation of the unsubscribed shares based on the relative Participating Interests number of such Holders, if necessary). The issuance shares of any New Ownership Interest Common Stock (assuming conversion of all Preferred Stock into Common Stock) held 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 thereafter to sell the New 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 aboveeach Fully Exercising Investor.