Common use of Procedures Clause in Contracts

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

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

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

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

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities a) CMRE and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights HoldersYork shall, at any time and from time to time within five the New Build Interest Option Period, notify the General Partner and offer the General Partner the right to cause any Partnership Group Member to purchase the Hull NCP0113 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Interests, Hull S2121 Interests, Hull S2122 Interests, Hull S2123 Interests, Hull S2124 Interests and Hull S2125 Interests, as applicable (5the “Applicable New Build Interests” and the applicable containership vessel, the “Applicable New Build Vessel”) for fair market value pursuant to Section 7.1(a); provided, however that, during the relevant New Build Interest Option Period, CMRE and York will be subject to such requirement to provide notice and offer the Applicable New Build Vessel Interests only if, at the time of such notice and offer, the Applicable New Build Vessel constitutes a Five-Year Vessel; provided, further that if, at the end of the New Build Interest Option Period, any Applicable New Build Vessel constitutes a Five-Year Vessel and CMRE and York have not previously notified the General Partner and offered the General Partner the right to cause any Partnership Group Member to purchase the relevant Applicable New Build Vessel Interests, the Partnership Group shall have the right to purchase the relevant Applicable New Build Vessel Interests at the end of the New Build Interest Option Period and CMRE and York shall at that time offer the relevant Applicable New Build Vessel Interests. (b) If the General Partner decides to exercise the option for a Partnership Group Member to purchase the Applicable New Build Interests, it will provide, within 10 business days of receipt of notice and offer to purchase pursuant to Section 7.2(a) (or of the last day of the New Build Interest Option Period, if the last proviso of Section 7.2(a) applies), written notice to CMRE and York of such exercise and the fair market value it proposes to pay for the Applicable New Build Interests (the “New Build Option Exercise Notice”). The decision to purchase the Applicable New Build Interests subject to the New Build Option Exercise Notice and the fair market value to be paid for the Applicable New Build Interests subject to the New Build Option Exercise Notice shall be initiated and proposed by Management but shall be subject to approval by the Conflicts Committee. If the Partnership Group Member, York and CMRE are unable to agree on the fair market value of the Applicable New Build Interests that are subject to the New Build Option Exercise Notice and the unspecified terms of the New Build Option Exercise Notice during the 30-day period (the “New Build Option Exercise Period”) after receiving receipt by CMRE of the Overallotment New Build Option Exercise Notice, the General Partner shall appoint a Shipbroker prior to the fifth business day following the end of the New Build Option Exercise Period to determine the fair market value of the Applicable New Build Interests and/or the unspecified terms on which the Partnership Group Member and CMRE are unable to agree. Unless otherwise agreed by the parties, the consideration shall be 100% cash. In determining the fair market value of the Applicable New Build Interests and/or the unspecified terms on which the Applicable New Build Interests are to be sold, the Shipbroker will have access to the proposed sale and purchase values and terms for the New Build Option Exercise Notice submitted by the Partnership Group Member, York and CMRE, respectively, and to all information prepared by or on behalf of the Partnership Group Member, York and CMRE with respect to the Applicable New Build Interests and reasonably requested by such Shipbroker. Such Shipbroker shall be required to determine the fair market value of the Applicable New Build Interests and/or the unspecified terms on which the Partnership Group Member, York and CMRE are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member, York and CMRE its determination. The fees and expenses of the Shipbroker will be divided equally between the Partnership Group Member, York and CMRE. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation to purchase the Applicable New Build Interests for the fair market value and on the other terms determined by the Shipbroker, as soon as commercially practicable after such determinations have been made. (c) If the General Partner chooses to exercise the option for a Partnership Group Member to purchase the Applicable New Build Interests under Section 7.2(b), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Applicable New Build Interests substantially in the form of the agreement attached hereto as Annex A. Pursuant to such purchase and sale agreement, CMRE shall be obligated to sell the Applicable New Build Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Applicable New Build Interests from CMRE. The MLP, York and CMRE agree to and accept the terms of the form of the purchase agreement attached hereto as Annex A, and such terms shall apply to any purchase and sale of the New Build Interests pursuant to this Article VII, except to the extent otherwise mutually agreed by the applicable Parties. (d) If the General Partner notifies CMRE and York that it chooses not to exercise the option for a Partnership Group Member to purchase the Applicable New Build Interests at the price determined by the Shipbroker under Section 7.1(b), all future rights to purchase the Applicable New Build Interests by the Partnership Group will be extinguished. If the General Partner (i) does not provide CMRE and York with a New Build Option Exercise Notice within 10 business days of receipt of notice and offer to purchase pursuant to Section 7.2(a) (or of the last day of the New Build Interest Option Period, if the last proviso of Section 7.2(a) applies), the General Partner shall be deemed to have chosen not to exercise the option for a Partnership Group Member to purchase the Applicable New Build Interest in accordance with this paragraph (d) and all future rights to purchase the Applicable New Build Interests by the Partnership Group will be extinguished (subject to any purchase rights that may arise under Article V).

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

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

Procedures. In the event that a Company Group Member enters an agreement to acquire or charter-in any Capesize Vessel in accordance with Section 2.1, then as soon as practicable or in any event not later than 3 calendar days after entering an agreement that sets forth the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which it would acquire or charter-in such Capesize Vessel, such Company Group Member (the “Acquiring Party”) shall notify the Parent in writing and offer the Parent (the “Offeree”) the opportunity for any Parent Group Member to purchase or charter-in such Capesize Vessel (the “Offered Asset”), on terms no less favorable than those offered to or by the Company proposes Group Member, as applicable, plus any applicable Break-up Costs (the “Offer”). The Offer shall set forth the Acquiring Party’s proposed terms relating to issue the purchase or charter-in of the Offered Asset by the applicable Parent Group Member, including any liabilities to be assumed by the applicable Parent Group Member as part of the Offer. As soon as practicable after the Offer is made, the Acquiring Party will deliver to the Offeree all information prepared by or on behalf of or in the possession of such New SecuritiesAcquiring Party relating to the Offered Asset and reasonably requested by the Offeree. Each Rights Holder The decision to purchase or charter-in the applicable Offered Asset, the purchase price or charter hire to be paid and the charter period for the applicable Offered Asset, and the other terms of the purchase or charter shall have ten (10) be approved by the independent directors of the Board and recommended to the Board for approval. As soon as practicable, but in any event, within 5 calendar days from after receipt of the date Offer with respect to a single vessel transaction, or a period of mailing of any such Notice 14 calendar days with respect to agree a multi-vessel transaction, the Offeree shall notify the Acquiring Party in writing that either: (a) The Board has elected not to cause a Parent Group Member to purchase or charter-in such Offered Asset, in which event the Acquiring Party and its Affiliates shall, subject to the other terms of this Agreement, be forever free to continue to own, operate, charter-in or charter-out such Offered Asset, provided that the Parent shall retain the right of first refusal for such Capesize Vessel or Vessels in Section 2.1 with respect to any purchase option under a charter.; or (b) The Board has elected to cause a Parent Group Member to purchase such Rights Holder's Pro Rata Share Offered Asset. After receipt by the Acquiring Party of the Board’s election to cause a Parent Group Member to purchase the Offered Asset, the Board shall cause such New Securities for Parent Group Member to purchase the price and upon Offered Asset on the general terms specified set forth in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed Offer as soon as commercially practicable after 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 agreement has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticebeen reached.

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

Procedures. In If a Tag-Along Seller is participating in a Tag-Along Sale, at least 15 days before the event that proposed date thereof, the Company proposes to undertake an issuance Issuer shall provide each Holder of New Securities, it shall give to each Rights Holder Warrants or Warrant Stock with written notice of its intention such Tag-Along Sale setting forth in reasonable detail the consideration per share to issue New Securities (be paid by the "Notice")transferee, describing the type number of New Securities shares to be sold and the price other terms and conditions of the general terms upon which the Company proposes to issue such New SecuritiesTag-Along Sale. Each Rights Holder of Warrants or Warrant Stock wishing to participate in the Tag-Along Sale shall have ten (10) provide written notice to such Tag-Along Seller and to the Issuer within 15 days from of the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms notice specified in the Notice preceding sentence is received by giving written such Holder. Such notice shall set forth the number (on an aggregate basis) of then exercisable Warrants and shares of Warrant Stock, if any, such holder elects to include in the Tag-Along Sale. If a Holder, or Holders, of Warrants or Warrant Stock has elected to participate in a Tag-Along Sale, the Tag-Along Seller shall reduce, to the extent necessary, the number of shares of Common Stock that it is entitled to sell in the Tag-Along Sale to permit the Holder, or Holders, of Warrants or Warrant Stock to participate in the Tag-Along Sale and the Holder, or Holders, of Warrant or Warrant Stock so electing shall sell such number of shares identified in its 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)Tag-Along Seller. If any Rights such notice is not received from a Holder fails to so agree in writing within such ten (10) the 15-day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")specified above, then such Nonpurchasing Holder the Tag-Along Seller shall forfeit have the right hereunder to purchase that part sell or otherwise transfer the shares of his Pro Rata Share Common Stock to the proposed transferee without any participation by such Holder, but only (i) on the terms and conditions stated in the notice, and (ii) if the sale or transfer of such New Securities that he did shares of Common Stock is consummated not so agree to purchase and later than 60 days after the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share end of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice-day period specified above.

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

Procedures. (i) Subject to clause (ii) below, each Elective Exchange of a LAZ-MD Class II Interest shall be effected in accordance with Section 7.4 of the LAZ-MD Operating Agreement and Section 7.05(a) of the New Lazard Group Operating Agreement, and each Elective Exchange of a Lazard Group MD Common Interest shall be effected in accordance with Section 7.05(b) of the New Lazard Group Operating Agreement. (ii) Except as otherwise provided in this clause (ii), each Exchangeable MD Member who shall be entitled to make an Elective Exchange and desires to exchange such member’s Exchangeable Interest (or portion thereof) so exchangeable (an “Electing Member”) shall prepare and deliver to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B a written request signed by such Electing Member (A) stating the amount of Units underlying the Exchangeable Interest that such Electing Member desires to exchange, (B) stating whether the Electing Member shall elect to have such exchange consummated on the Applicable Exchange Date or the date immediately prior to the date of effectiveness of any registration statement of Lazard Ltd that Lazard Ltd may file in order to register the sale by the Electing Member of the shares of Lazard Ltd Common Stock to be issued in such exchange to such Electing Member (such date, the “Registration Exchange Date”, and the date selected by the Exchanging Member, the “Exchange Effective Date”), and (C) certifying that such Electing Member is entitled to exchange the portion of the Exchangeable Interest that such member desires to exchange and that such Electing Member is the beneficial owner of such Exchangeable Interest (each such request, an “Exchange Request”). A properly completed Exchange Request must be delivered to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B not less than 60 days or more than 90 days prior to the anniversary date on which such Electing Member desires to effect the Exchanges in accordance with this Section. Each of Lazard Ltd Sub A and Lazard Ltd Sub B shall have the right to determine whether any Exchange Request is proper or to waive any infraction of these procedures. Once delivered, an Exchange Request shall be irrevocable. (iii) Each Elective Exchange shall be consummated effective as of the close of Lazard Ltd’s business on the applicable Exchange Effective Date (such time, the “Elective Exchange Effective Time”), and the Electing Member shall be deemed to have become the holder of record of the applicable shares of Lazard Ltd Common Stock at such Elective Exchange Effective Time (or, in the case of an Electing Member who is an Electing LAZ-MD Exchange Member (as defined in the LAZ-MD Operating Agreement), at the time of receipt of such shares of Lazard Ltd Common Stock) and all rights of the Electing Member in respect of the portion of the Exchangeable Interest so exchanged shall terminate at such Elective Exchange Effective Time. In the event that an Electing Member shall select the Company proposes Registration Exchange Date as the Exchange Effective Date in accordance with clause (ii) above, such Elective Exchange shall be null and void (and such Electing Member shall continue to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (hold the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10applicable Exchangeable Interest) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice event that the applicable registration statement shall be abandoned by giving written notice Lazard Ltd prior to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeits effectiveness.

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

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

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

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

Procedures. In (i) If the event Company desires to exercise its redemption right pursuant to this Section 10.05, the Company shall deliver to each holder of affected Preferred Units a written notice (the “Redemption Notice”) specifying the number and series of Redeemed Preferred Units to be redeemed by the Company from such holder and the expected Preferred Unit Redemption Price therefor in accordance with Section 10.05(a), based on a reasonable expectation of the closing date of such redemption; provided that the Company proposes may only deliver a Redemption Notice if (A) the Company has sufficient unrestricted cash on hand to undertake an issuance consummate such redemption in full, (B) the redemption is permitted under Applicable Law, (C) the redemption is not restricted by any applicable Financing Document and (D) either (x) all outstanding Series A Preferred Units, Series B Preferred Units and Series N Preferred Units are being redeemed or (y) if less than all outstanding Series A Preferred Units, Series B Preferred Units and Series N Preferred Units are being redeemed, then they shall be redeemed from all holders of New SecuritiesPreferred Units pro rata, it in proportion to the respective Base Amounts of the Preferred Units held by such holders as of the date of redemption. (ii) The Preferred Unit Redemption Date shall take place no later than 90 days following the date of the Redemption Notice. The Company shall pay the aggregate Preferred Unit Redemption Price for the Redeemed Preferred Units by wire transfer of immediately available funds. The Company shall give to each Rights Holder holder of Redeemed Preferred Units at least 10 days’ written notice of its intention to issue New Securities (the "Notice")any Preferred Unit Redemption Date. No later than two Business Days before any Preferred Unit Redemption Date, describing the type each holder of New Securities and the price and the general terms upon which Redeemed Preferred Units shall give the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure account to which the Company shall wire the aggregate Preferred Unit Redemption Price payable to such holder of Redeemed Preferred Units. (iii) Each holder of Redeemed Preferred Units shall, at the closing of any Nonpurchasing Holder redemption consummated pursuant to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according this Section 10.05, represent and warrant to the relative Pro Rata Shares Company, severally and not jointly, that: (A) such holder has full right, title and interest in and to the Redeemed Preferred Units held by such holder; (B) such holder has all the necessary power and authority and has taken all necessary action to sell such Redeemed Preferred Units held by such holder as contemplated by this Section 10.05; and (C) the Redeemed Preferred Units held by such holder are free and clear of any and all liens other than those arising as a result of or under the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeterms of this Agreement and Transfer restrictions under Applicable Law.

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

Procedures. (a) In the event that the Company HPPI proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Mayne Pharma written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities Securities, whether the offering is private or public, and the price and the general terms upon which the Company HPPI proposes to issue such New Securities. Each Rights Holder . (b) Mayne Pharma shall have ten fifteen (1015) days from the date of mailing of any such Notice (the “Applicable Period”) to agree in writing to that Mayne Pharma and/or members of the Mayne Pharma Group shall purchase such Rights Holder's all or a portion of the Mayne Pharma Group’s Pro Rata Share of such the New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company HPPI and stating therein the quantity of New Securities to be purchased purchased, and HPPI shall so sell such New Securities to the Mayne Pharma Group. (c) With respect to the issuance of shares of New Securities for which Mayne Pharma has not exercised its right pursuant to exceed this Section 5.4 within the Applicable Period, HPPI shall have 120 days after the Applicable Period to contract to sell such Rights Holder's Pro Rata ShareNew Securities at a price and upon general terms not more favorable to the purchasers thereof than specified in the original Notice. Except with respect to the sale of additional New Securities to Mayne Pharma set forth in Section 5.4(d). If any Rights Holder fails , if HPPI has not contracted to so agree in writing sell such New Securities within such ten 120 day period, HPPI shall not thereafter issue or sell any New Securities without again first offering such New Securities to Mayne Pharma pursuant to this Section 5.4. (10d) day period If the Mayne Pharma Group has exercised its right to purchase such Rights Holder's its full Pro Rata Share of an offering New Securities, HPPI shall, within two (2) Business Days of New Securities (a "Nonpurchasing Holder")the end of said 120 day period, then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") Mayne Pharma written notice of the failure number of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering shares of New Securities (for which subscriptions have not been received and accepted, or that the "Overallotment Notice")offering was fully subscribed. Each Purchasing Holder The Mayne Pharma Group shall thereupon have a the additional right of overallotment such that such Purchasing Holder may agree to purchase a portion up to that number of New Securities for which subscriptions have not been received and accepted; provided, however, during the Nonpurchasing Holders' unpurchased Pro Rata Shares Lock-Up Period, any purchase of such offering on a pro rata basis according New Securities by the Mayne Pharma Group purchase under Section 5.1 through Section 5.5 shall be made subject to Section 4.1(a); provided, further, that no purchase of any New Securities by the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeMayne Pharma Group under Section 5.1 through Section 5.5 shall require compliance with Section 4.1(b).

Procedures. In the event that the Company proposes With respect to undertake an issuance any offer, sale or other disposition of New Securities, it shall give this Warrant or any Warrant Shares prior to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share registration of such New Securities for Warrant or Warrant Shares, the price and upon the general terms specified in the Notice by giving Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and stating therein indicating whether or not under the quantity of New Securities Act certificates for this Warrant or such Warrant Shares to be purchased sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory evidence, the Company, as promptly as practicable, but no later than seven (not 7) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to exceed such Rights Holder's Pro Rata Share)the Company. If any Rights Holder fails the Company determines that the evidence is not reasonably satisfactory 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")the Company, then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall so notify the Holder promptly give each Rights Holder who with details thereof after such determination has timely agreed been made. Notwithstanding the foregoing, any shares of Common Stock issued upon exercise of this Warrant may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to purchase his full Pro Rata Share provide a reasonable assurance that the provisions of such offering of New Securities (a "Purchasing Holder") written notice of Rule 144 and 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")applicable resale restrictions imposed by state securities laws have been satisfied. Each Purchasing Holder certificate representing this Warrant or the Warrant Shares thus transferred shall have bear 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 legend as to the relative Pro Rata Shares applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant to an opinion of counsel for the Purchasing Rights HoldersHolder, at any time within five (5) days after receiving the Overallotment Noticesuch legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

Procedures. In the event that the (i) If Company proposes to undertake an issuance of issue and sell New Securities pursuant to a bona fide written offer by one or more persons to subscribe for or purchase such New Securities, it shall give to each Rights Holder written notice of its intention to Cisco stating that it intends to accept such offer and issue and sell such New Securities (the "“Notice"”). The Notice shall set forth (A) a description of the New Securities, describing (B) the type number or amount of New Securities to be issued and sold, (C) the cash price or other consideration for the New Securities and the general other terms and conditions upon which the Company proposes to issue and sell such New Securities, (D) the name and address of each person that has offered to subscribe for or purchase such New Securities and (E) the number or amount of New Securities that Dell has elected to purchase pursuant to Section 5.6 of the Purchase Agreement (the number of New Securities to be issued and sold following the exercise or non-exercise, in whole or in part, of Dell’s right of first offer under Section 5.6 of the Dell SPA, the “Remaining New Securities”). Each Rights Holder Cisco shall have ten (10) 10 days from the date receipt of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share all or any portion of such Remaining New Securities for the price and upon the general terms and conditions specified in the Notice by giving written notice to the Company and stating therein in such notice the quantity number or amount of Remaining New Securities to be purchased at the price and on the terms and conditions set forth in the Notice (not the “Purchase”). (ii) Promptly following any such agreement by Cisco, Company and Cisco will proceed to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails prepare and file with the appropriate Governmental Authorities all Consents that are necessary in order to so agree consummate the transactions contemplated by the Purchase and will diligently and expeditiously prosecute, and will cooperate fully with each other 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 prosecution of such New Securities that he did not so agree matters. (iii) Within 10 days after Cisco has obtained from each Governmental Authority all Consents, if any, necessary to purchase consummate the transactions contemplated by the Purchase, including such Consents as may be required under the HSR Act, Cisco and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share consummate the Purchase. Payment shall be made by Cisco at the closing of the Purchase by wire transfer of immediately available funds and upon delivery of such offering of purchase price, Company shall issue certificate(s) evidencing such Remaining New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeor as directed by Cisco.

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

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New SecuritiesSecurities given in accordance with Section 5.1 hereof. Each Rights Holder shall have ten twenty (1020) days from the date of mailing of any such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase up to such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ▇▇▇▇▇▇’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (10) day 20)-day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "Nonpurchasing “Non-Full Purchasing Holder"”), then such Nonpurchasing Non- Full Purchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "“Full Purchasing Holder"”) written notice of the failure of any Nonpurchasing Non-Full Purchasing Holder to purchase such Nonpurchasing Non-Full Purchasing Rights Holder's ’s full Pro Rata Share of such offering of New Securities (the "“Overallotment Notice"”). Each Full Purchasing Holder Holder, other than a Series H Preferred Stockholder (as defined in the Restated Certificate), shall have a right of overallotment such that such Full Purchasing Holder may agree to purchase a portion of the Nonpurchasing Non-Full Purchasing Holders' ’ unpurchased Pro Rata Shares Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice. The rights provided in this Section 3 may be assigned or transferred by any Holder that is an investment fund to any of its affiliates, including any affiliated investment funds.

Procedures. (a) If a Partnership Group Member decides to exercise the option to purchase the Golar Freeze Interests, it will provide written notice to Golar LNG of such exercise, the fair market value it proposes to pay for the Golar Freeze Interests, and the other material terms of the purchase. The decision to purchase the Golar Freeze Interests, the fair market value to be paid for the Golar Freeze Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. If the Partnership Group Member and Golar LNG are unable to agree on the fair market value of the Golar Freeze Interests and/or the other material terms, the Partnership Group Member and Golar LNG shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Golar Freeze Interests and/or the other material terms on which the Partnership Group Member and ▇▇▇▇▇ ▇▇▇ are unable to agree. In determining the event fair market value of the Golar Freeze Interests and/or the other material terms on which the Golar Freeze Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and Golar LNG, respectively, and to all information prepared by or on behalf of the Partnership Group Member and Golar LNG with respect to the Golar Freeze Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Golar Freeze Interests and/or the other terms on which the Partnership Group Member and Golar LNG are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and Golar LNG its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and Golar LNG. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Golar Freeze Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (b) If a Partnership Group Member chooses to exercise its option to purchase the Golar Freeze Interests under Section 6.2(a), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Golar Freeze Interests pursuant to which Golar LNG shall be obligated to sell the Golar Freeze Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Golar Freeze Interests from Golar LNG. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and Golar LNG agree that the Company proposes consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to undertake an issuance the benefit of New Securities, it shall give the indemnification contained in Article VIII of this Agreement for the remaining term of such indemnification with respect to each Rights Holder written notice events or conditions associated with the operation of its intention to issue New Securities (the "Notice"), describing the type of New Securities Golar Freeze and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from occurring before the date of mailing acquisition of the Golar Freeze Interests by the Partnership Group Member; (iii) Golar LNG will provide customary representations and warranties with respect to title to the Golar Freeze Interests and any other such matters as the Partnership Group Member may approve, which approval will not be unreasonably withheld; (iv) Golar LNG will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make such surveys, tests and inspections of the Golar Freeze as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Golar Freeze or interfere with the activities of the Golar LNG Entities or DUSUP thereon and so long as the Partnership Group Member has furnished Golar LNG with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will have the right to terminate its obligation to purchase the Golar Freeze under this Article VI and the related purchase and sale agreement if the results of any such Notice searches, surveys, tests or inspections conducted pursuant to agree paragraph (iv) above are, in writing the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither Golar LNG nor the applicable Partnership Group Member shall have any obligation to sell or buy the Golar Freeze if any of the consents referred to in Section 6.1(b) above have not been obtained. (c) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase such Rights Holder's Pro Rata Share of such New Securities for the Golar Freeze at the price and upon determined by the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Shareinvestment banking firm, ship broker or other expert advisor under Section 6.2(a). If any Rights Holder fails to so agree in writing within such ten (10) day period , all future rights 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 Golar Freeze Interests by the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticePartnership Group will be extinguished.

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

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

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

Procedures. In (i) Any holder or holders electing a Repurchase Option pursuant to Section 16(a) shall give written notice of such election (the event "Repurchase Notice") to the Company. The Repurchase Notice shall include the name of the holders electing the Repurchase Option (the "Electing Holders") and the number of shares (by holder) that the Company proposes shall be required at that time to undertake an issuance repurchase. (ii) Within five Business Days of New Securitiesits receipt of the Repurchase Notice, it the Company shall give written notice to each Rights Electing Holder written notice of its intention the Company's choice of an Independent Financial Expert to issue New Securities prepare the Value Report. Within five Business Days after the date of this notice, Electing Holders owning a majority of the shares identified in the Repurchase Notice shall notify the Company in writing (the "Holders' IFE Notice")) of their approval or disapproval of the Company's initial choice of Independent Financial Expert and, describing in the type event of New Securities disapproval, such holders shall propose an alternative firm as Independent Financial Expert. Within two Business Days after its receipt of the Holders' IFE Notice, the Company shall notify the Electing Holders of its approval or disapproval of their selection. If the Company does not accept the Independent Financial Expert chosen by the Electing Holders, then the two Independent Financial Experts previously selected pursuant to this section shall promptly be requested by the Company and the price Electing Holders to jointly select a firm to act as Independent Financial Expert to prepare the Value Report. Their joint selection, which shall be made within five Business Days, shall be final and binding upon both the Company and the general terms upon which Electing Holders. (iii) The Company shall consult and cooperate with the Company proposes selected Independent Financial Expert to issue such New Securities. Each Rights Holder shall have ten (10) facilitate the final delivery of its Value Report no later than sixty calendar days from after the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price Repurchase Notice. The Value Report shall be final and binding upon the general terms specified in the Notice by giving written notice to both the Company and stating therein the quantity of New Securities to be purchased Electing Holders. (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10iv) 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 The Company shall promptly give each Rights Holder who has timely agreed pay the Repurchase Price in immediately available funds to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice the holder or holders electing the Repurchase Option within sixty calendar days 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 delivery of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeValue Report.

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

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

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

Procedures. (a) Prior to any issuance of any Preemptive Securities, the Company (directly or through its agent) shall deliver to the Sellers a written notice of any proposed or intended issuance of Preemptive Securities (the “Preemptive Notice”), which Preemptive Notice shall (a) identify and describe the Preemptive Securities proposed or intended to be issued, (b) disclose the number, price names of purchasers and other terms upon which they are to be issued, (c) indicate the procedure for the Sellers to offer to purchase the Sellers’ pro rata portion (determined in accordance with this Section 6.2(a)) of such Preemptive Securities, and (d) include a deadline for the Sellers to deliver a Notice of Acceptance and payment of the purchase price for the Sellers’ pro rata portion of Preemptive Securities to be purchased thereby to the Company, which deadline shall in no event be later than 30 calendar days or earlier than 10 Business Days after receipt by the Sellers of the Preemptive Notice; provided, that such deadline may be later than 30 calendar days after the date of the Preemptive Notice if (i) MatlinPatterson consents thereto in writing, or (ii) outside legal counsel to the Company provides a written opinion addressed to the Company to the effect that a later deadline is required for the Company to comply with applicable law. For purposes of this Section 6.2, the Sellers’ pro rata portion of Preemptive Securities shall be determined by multiplying (x) the number of Preemptive Securities (determined on an as exercised or as converted basis) proposed to be issued by (y) a fraction, the numerator of which is the aggregate number of issued and outstanding shares of Class A common stock then beneficially owned by the Sellers, and the denominator of which is the aggregate number of issued and outstanding shares of Class A common stock. (b) To purchase their pro rata portion of any Preemptive Securities to be issued by the Company, the Sellers must deliver a Notice of Acceptance, along with a wire transfer of immediately available funds for the purchase price for such Preemptive Securities to the Company (or its agent) in accordance with the instructions set forth on the Preemptive Notice prior to the deadline set forth in the Preemptive Notice. The Company shall issue to the Sellers that have timely returned a properly completed Notice of Acceptance along with a wire transfer of immediately available funds for the purchase price, the applicable number of Preemptive Securities in accordance with the terms set forth in the Preemptive Notice. (c) In the event that the Company proposes to undertake an issuance complies with the procedures set forth in this Section 6.2 and the Sellers do not purchase all of New their pro rata portion of the Preemptive Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) 180 calendar days from the date of mailing of any such the deadline set forth in the applicable Preemptive Notice to agree in writing issue or sell all or any part of the Preemptive Securities as to purchase such Rights Holder's Pro Rata Share which a Notice of such New Securities for Acceptance has not timely been given by the price and Sellers to any other purchaser or purchasers (including MatlinPatterson or its Affiliates) upon the general terms and conditions (including the per share price) which are not more favorable to the purchaser than those set forth in the Preemptive Notice. Any Preemptive Securities not acquired by the Sellers or any other purchaser or purchasers prior to the date that is 180 calendar days after the deadline set forth in the applicable Preemptive Notice may not be issued until they are again offered to the Sellers under the procedures specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticethis Article 6.

Procedures. In (a) Subject to at least 14 days prior written notice from the relevant Purchaser stating that any Tax Loss has been or is to be paid or suffered by that Purchaser or any Company or Subsidiary and the amount thereof and of the covenanted payment requested, and for the avoidance of doubt, a failure to give notice within the period set out above shall not cause any claim to fail. Any payment to be made by Sellers pursuant to Section 9.5 shall be made to the relevant Purchaser not later than 5 days prior to the date upon which the Tax (or costs and expenses) is due and payable or where no Tax becomes payable as a result of the loss, reduction or set off of any Tax Asset (i) which is a Tax Asset shown as an asset in the Effective Date Financial Statements seven days after notice given by the relevant Purchaser to the effect that the Tax Asset would reasonably have been expected to have been paid in cash or set-off against payment of a Tax Liability; (ii) which is a Tax Asset arising after the Effective Date seven days after the auditors for the time being shall have certified in writing that the Tax Asset would have been used to offset a Tax Liability of the relevant Purchaser, the relevant Companies or relevant Subsidiaries but for the loss or set off of the Tax Asset. (b) If, after the relevant Closing Date, any Taxing Authority informs Sellers, on the one hand, or any of the Purchasers, the Companies, or Subsidiaries on the other, of any proposed audit, claim, assessment or other dispute concerning Tax with respect to which Sellers may incur a liability hereunder, then the Sellers shall inform the relevant Purchaser or the relevant Purchaser shall as soon as practicable (and in any event within 30 days) inform the Sellers, as the case may be, of such matter. Sellers shall not have any obligation to make a payment to a relevant Purchaser under Section 9.5 if such Purchaser shall have failed to timely notify Sellers concerning an audit, claim, assessment or other dispute which failure has a material adverse effect on the Sellers' ability to exercise its rights under this Section 9.7 (b) and Section 8.4 except to the extent that the Purchasers 107 107 can show that the liability would have arisen even if the Sellers had been able to exercise such rights and in the event that the Company proposes Parties dispute whether or not the liability, or the extent to undertake an issuance which the liability, would have arisen but for the failure to notify, the dispute resolution procedures in Section 3.4 shall apply to determine the matters. Except to the extent contrary to or inconsistent with this Section 9.7 (b) the provisions of New SecuritiesSection 8.4 shall apply to this section and subject thereto, it the relevant Purchaser shall as soon as practicable and, at the Sellers expense (i) give, and shall cause the Companies or Subsidiaries to give the relevant Sellers the opportunity to participate in any audits, disputes, administrative, judicial or other proceedings related to Tax for which the Sellers may be liable hereunder and (ii) allow the Sellers to challenge and litigate, or cause the Companies or Subsidiaries to challenge and litigate, any such audit, claim, assessment or other dispute at their discretion provided that Sellers shall give reasonable consideration to each Rights Holder written notice comments and suggestions made by the relevant Purchaser regarding the handling of its intention such contest and provided further that Sellers shall not settle any such audit, claim, assessment or other dispute in a manner which is unduly prejudicial to issue New Securities such relevant Purchaser. (c) Any payments made hereunder to a Purchaser shall take effect as a reduction in the "Notice")Final Share Purchase Price provided for in Section 2.3 and any payments made hereunder to the Sellers shall take effect as an increase in the Purchase Price. (d) For the purposes of this Section 9, describing in the type case of New Securities any Tax period which begins before and ends after the Effective Date, the Effective Date shall be deemed to be the end of a Tax period. (e) For the purposes of this Article 9, in the case of any Tax period which begins before and ends after the Closing Date, the Closing Date shall be deemed to be the end of a Tax period. (f) The parties agree that for US federal income tax purposes, the income of the Companies and the price and the general terms upon Subsidiaries which the Company proposes to issue such New Securities. Each Rights Holder are included in a US consolidated Tax Return shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (determined based on 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 closing 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")books method in accordance with Treasury Regulation 1.1502-76. Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.108 108

Procedures. In the event that a Plains Entity acquires a Restricted Business comprised of assets valued in excess of $10 million, as determined by the Company proposes Board of Directors of Plains Resources, then not later than 30 days after the consummation of the acquisition by such Plains Entity of the Restricted Business, such Plains Entity shall notify the General Partner of such purchase and offer the Partnership the opportunity to undertake purchase such Restricted Business. As soon as practicable, but in any event, within 30 days after receipt of such notification, the General Partner shall notify the Plains Entity that either (i) the General Partner has elected, with the approval of the Conflicts Committee, not to cause a member of the Partnership Group to purchase such Restricted Business, in which event the Plains Entity shall be free to continue to engage in such Restricted Business, or (ii) the General Partner has elected to cause a member of the Partnership Group to purchase such Restricted Business, in which event the following procedures shall be followed: (a) The Plains Entity shall submit a good faith offer to the General Partner to sell the Restricted Business (the "Offer") to any member of the Partnership Group on the terms and for the consideration stated in the Offer. (b) The Plains Entity and the General Partner shall negotiate in good faith, for 60 days after receipt of such Offer by the General Partner, the terms on which the Restricted Business will be sold to a member of the Partnership Group. The Plains Entity shall provide all information concerning the business, operations and finances of such Restricted Business as may be reasonably requested by the General Partner. (i) If the Plains Entity and the General Partner agree on such terms within 60 days after receipt by the General Partner of the Offer, a member of the Partnership Group shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (ii) If the Plains Entity and the General Partner are unable to agree on the terms of a sale during such 60-day period, the Plains Entity shall attempt to sell the Restricted Business to a Person that is not an issuance Affiliate of New Securitiesthe Plains Entity (a "NonAffiliate Purchaser") within nine months of the termination of such 60-day period. Any such sale to a NonAffiliate Purchaser must be for a purchase price, as determined by the Board of Directors of Plains Resources, not less than 95% of the purchase price last offered by a member of the Partnership Group. (c) If, after the expiration of such nine-month period, the Plains Entity has not sold the Restricted Business to a NonAffiliate Purchaser, it shall give to each Rights Holder written notice of its intention to issue New Securities submit another Offer (the "NoticeSecond Offer")) to the General Partner within seven days after the expiration of such nine-month period. The Plains Entity shall provide all information concerning the business, describing operations and finances of such Restricted Business as may be reasonably requested by the type General Partner. (i) If the General Partner, with the concurrence of New Securities and the price and Conflicts Committee, elects not to cause a member of the general terms upon which Partnership Group to pursue the Company proposes Second Offer, the Plains Entity shall be free to issue continue to engage in such New Securities. Each Rights Holder Restricted Business. (ii) If the General Partner shall have ten (10) days from elect to cause a member of the date of mailing of any such Notice to agree in writing Partnership Group to purchase such Rights Holder's Pro Rata Share Restricted Business, then the General Partner and the Plains Entity shall negotiate the terms of such New Securities purchase for 60 days. If the price Plains Entity and upon the general General Partner agree on such terms specified in within 60 days after receipt by the Notice by giving written notice General Partner of the Second Offer, a member of the Partnership Group shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (iii) If during such 60-day period, no agreement has been reached between the Plains Entity and the General Partner or a member of the Partnership, the Plains Entity and the General Partner will engage an independent investment banking firm with a national reputation to determine the value of the Restricted Business. Such investment banking firm will determine the value of the Restricted Business within 30 days and furnish the Plains Entity and the General Partner its opinion of such value. The Plains Entity will pay the fees and expenses of such investment banking firm. Upon receipt of such opinion, the General Partner will have the option, subject to the Company and stating therein approval of the quantity Conflicts Committee, to (A) cause a member of New Securities the Partnership Group to be purchased purchase the Restricted Business for an amount equal to the value determined by such investment banking firm or (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10B) day period decline to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")Restricted Business, then in which event the Plains Entity will be free to continue to engage in such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeRestricted Business.

Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it the Company shall first offer such New Securities to each Rights Holder and the Founders (as defined in the Series B Purchase Agreement) in accordance with the following provisions: (a) The Company shall give to each Rights Holder and Founder a written notice of its intention to issue New Securities (the "“Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Securities given in accordance with Section 5.1 hereof. (b) Each Rights Holder shall have ten twenty (1020) days from the date delivery of mailing of any such Notice to agree in writing to purchase such Rights Holder's ’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's ’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten twenty (1020) day period to purchase such Rights Holder's ’s full Pro Rata Share of an offering of New Securities (a "“Nonpurchasing Holder"”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his its Pro Rata Share of such New Securities that he he, she or it did not so agree to purchase and the purchase. (c) The Company shall promptly give promptly, in writing, inform each Rights Holder who has timely agreed that elects to purchase his full all the New Securities available to it (a “Fully-Exercising Holder”) of any other Rights Holder’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising Holder may elect to purchase that portion of the New Securities which Nonpurchasing Holders were entitled to subscribe but that were not subscribed for by the Nonpurchasing Holders that is equal to the proportion that such Fully-Exercising Holder’s Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of bears to the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased aggregate Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights all Fully-Exercising Holders, at any time within five (5) days after receiving the Overallotment Notice.

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

Procedures. In (a) The General Partner shall notify TMG in writing during each Option exercise period that either (i) the event General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to exercise such Option, in which case the TMG Entities may own, operate or Transfer the Option Assets subject to the applicable Option without any further obligation to offer such Option Assets to the Partnership (including pursuant to Article VI), or (ii) the General Partner, with the approval of the Conflicts Committee, wishes to cause a Partnership Group Member to exercise such Option, subject to the negotiation of the terms of the exercise of such Option pursuant to the provisions of Section 5.2(b). If during the applicable exercise period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to exercise such Option, within 45 days after such notification TMG shall submit a term sheet (an “Option Term Sheet”) to the General Partner containing the fundamental terms (other than purchase price and in accordance with the requirements of the Indenture, if applicable) on which it would be willing to sell (or to cause another TMG Entity to sell) the applicable Option Assets, including any proposed commitments from the TMG Entities, if any. (b) Within 45 days after delivery of the Option Term Sheet, the General Partner shall submit to TMG, on behalf of the Partnership and with the concurrence of the Conflicts Committee, the cash purchase price (the “Proposed Option Price”) it is willing to cause a Partnership Group Member to pay for the applicable Option Assets and that would satisfy the requirements of the Indenture, if applicable. Thereafter, TMG and the Conflicts Committee shall negotiate the terms of the purchase and sale in good faith for 60 days. If TMG and the Conflicts Committee are unable to agree on such terms during such 60-day period, TMG may attempt to sell the applicable Option Assets to a person who is not an Affiliate of TMG within six months of the termination of such 60-day period, provided that the Company proposes purchase price for such Option Assets may not be less than 105% of the Proposed Option Price and otherwise shall be on terms that are not materially more favorable to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing proposed purchaser as the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice Option Term Sheet submitted by giving TMG pursuant to Section 5.2(a) with respect to such Option Assets, in each case as determined by written notice to resolution of the Company and stating therein the quantity Board of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share)Directors of TMG. If any Rights Holder no sale to a non-Affiliate occurs within such six-month period, the General Partner shall have the right (but not the obligation) to cause, on behalf of the Partnership and with the concurrence of the Conflicts Committee, a Partnership Group Member to purchase the applicable Option Assets at the Proposed Option Price and otherwise upon the terms specified in the Option Term Sheet. The General Partner shall notify TMG of its intent to cause a Partnership Group Member to purchase the applicable Option Assets at the Proposed Option Price within 45 days of the expiration of such six-month period or such earlier date on which TMG notifies the General Partner that it will no longer pursue a sale to a non-Affiliate. If the General Partner either (A) fails to so agree in writing respond within such ten (10) 45-day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities or (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit B) rejects 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") opportunity by 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 (General Partner, with the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion approval of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according Conflicts Committee, to TMG, then the TMG Entities may own, operate or Transfer the applicable Option Assets without any further obligation to offer the applicable Option Assets to the relative Pro Rata Shares of Partnership (including pursuant to Article VI). (c) If requested by the Purchasing Rights HoldersGeneral Partner, at TMG shall use commercially reasonable efforts to obtain financial statements with respect to any time within five (5) days after receiving Option Assets purchased by a Partnership Group Member as required under Regulation S-X promulgated by the Overallotment NoticeSecurities and Exchange Commission or any successor statute.

Procedures. In the event that A. If, in accordance with this Article 3, the Company proposes determines to undertake an issuance of New issue additional Equity Securities, it shall cause an officer to give each Stockholder notice, specifying in reasonable detail the nature and type of securities being offered and the price at which they are being offered, at least twenty-one (21) days before issuing any such securities. Within twenty (20) days of the receipt of that notice, each Stockholder shall have the right, by giving notice to the designated officer, but not the obligation, to purchase the securities being offered as provided herein. B. Any Stockholder desiring to exercise its pre-emptive and related rights hereunder must give to each Rights Holder the Company written notice of its intention election to issue New purchase up to a specified number of the securities proposed to be offered by the close of business on the twentieth (20th) day after the notice required by Section 3.2 was given to it. Such response shall set forth the Stockholder’s acceptance of the offer and designate a number of Shares (or, if applicable, a value of securities) to be purchased by such Stockholder, which number may be fewer than, equal to, or more than the number of Shares that such Stockholder has a right to purchase under Section 3.1. If any Stockholder does not elect to purchase all of the offered Equity Securities (that it has right to purchase under Section 3.1, the "Notice")securities remaining shall be allocated to each other electing Stockholder in one or more successive allocations, describing up to the type number or amount of New Securities securities specified in the election, pro rata, in the same proportion as the total number of Common Shares held by that electing Stockholder bears to the total number of issued and outstanding Shares held by all electing Stockholders electing to purchase more than the price and the general terms upon which the Company proposes maximum number of shares that they are entitled to issue such New Securities. Each Rights Holder shall have purchase. C. Not later than ten (10) days from after the date on which this offer of mailing rights expires, the Company shall notify each electing Stockholder of any the time and place of closing, the number or amount of securities allotted to it, and the purchase price therefor, whereupon each such Notice to agree in writing electing stockholder shall become legally obligated to purchase such Rights Holder's Pro Rata Share of such New Securities for securities at the price and upon on the general terms specified offered. D. Following the expiration of the offer and the giving of the notice required by Section 3.2A, the Company may thereafter offer and sell any of the Equity Securities not purchased by the Stockholders for a period of one hundred twenty (120) days on the terms and conditions set forth in the Notice by giving written original 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)Stockholders. 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 Any of the failure Equity Securities not sold during that period may not thereafter be sold without first complying with the requirements of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticethis Article 3.

Procedures. In (i) Cartesian, as representative of each Cartesian Investors, may exercise the event that the Company proposes Put Option by delivering to undertake an issuance of New Securities, it shall give to each Rights Holder ICP-Holdco a written notice of its intention to issue New Securities exercise (the "“Exercise Notice"”) prior to the Expiry Date. The Exercise Notice shall state the election to exercise the Put Option, the number of shares of Series A Preferred Stock or Series B Preferred Stock, as applicable, beneficially owned by each Preferred Holding Company (the “Exercised Shares”). The Exercise Notice shall be accompanied by copies of share certificates representing all Exercised Shares registered in the name of the applicable Preferred Holding Company, describing which actual share certificates shall be delivered to the type Company upon delivery of New an originally executed copy of the Payment Notes. The Put Option shall be deemed to be exercised upon receipt by the Company of the fully executed Exercise Notice accompanied by copies of the share certificates. (ii) By delivering the Exercise Notice, the Cartesian Investor represents and warrants to the Company that (A) such Cartesian Investor has full right, title and interest in and to the Holding Company Securities; (B) the Cartesian Investor has the necessary power and authority and has taken all necessary action to sell the Holding Company Securities, as contemplated by this Section 2; (C) the Holding Company Securities were issued as fully paid and non assessable securities, in compliance with all applicable laws and are legally and beneficially owned by such Cartesian Investor free and clear of any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of this Agreement; (D) the applicable Preferred Holding Company legally and beneficially owns the Exercised Shares in which the Purchase Price is paid, free and clear of any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of this Agreement; (E) the Holding Company Securities are the only issued and outstanding securities of the Preferred Holding Companies; and (F) the applicable Preferred Holding Company has assets sufficient to timely satisfy all of its liabilities, obligations or contractual commitments. (iii) Each of the Company and ICP-Holdco hereby represent and warrant that (A) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to enter into this Agreement and all related agreements hereto (including the Payment Notes); (B) the execution and delivery by the Company and ICP-Holdco, respectively, of this Agreement and all related agreements hereto (including the Payment Notes) have been duly authorized by all respective requisite corporate action on the part of the Company and ICP-Holdco; (C) this Agreement has been duly executed and delivered by each of the Company and ICP-Holdco, and constitutes a legal, valid and binding obligation of the Company enforceable against the Company and of ICP-Holdco enforceable against ICP-Holdco in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; (D) the execution, delivery and performance of, and compliance with, this Agreement and all related agreements hereto (including the Payment Notes) by each of the Company and ICP-Holdco, and the price consummation of the transactions contemplated hereby, do not and will not (x) result in a violation or breach of any provision of the general terms upon respective organizational documents of the Company or ICP-Holdco, (y) result in a violation or breach of any provision of any applicable law or order from any governmental authority applicable to the Company or ICP-Holdco, or (z) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or give rise to a right of termination of, any material contractual obligation, whether oral or written, to which the Company proposes or ICP-Holdco is a party. (iv) By delivering the Payment Notes, ICP-Holdco hereby represents and warrants that (A) it has the necessary power and authority and has taken all necessary action to issue the Payment Notes, as contemplated by this Agreement; (B) the execution and delivery by ICP-Holdco of the Payment Notes have been duly authorized by all requisite corporate action on the part of ICP-Holdco; (C) the Payment Notes have been duly executed and delivered by ICP-Holdco, and constitute a legal, valid and binding obligation of ICP-Holdco enforceable against ICP-Holdco in accordance with its terms, except as such New Securities. Each Rights Holder enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (D) the execution, delivery and performance of, and compliance with, the Payment Notes by ICP-Holdco, and the fulfillment of its obligations under the Payment Notes, does not and will not (x) result in a violation or breach of any provision of the organizational documents of ICP- Holdco, (y) result in a violation or breach of any provision of any applicable law or order from any governmental authority applicable to ICP-Holdco, or (z) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or give rise to a right of termination of, any material contractual obligation, whether oral or written, to which ICP- Holdco is a party. (v) The closing of the sale of the Holding Company Securities pursuant to this Section 2 shall have ten take place no later than fifteen (1015) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice following receipt by giving written notice to the Company and stating therein of the quantity Exercise Notice. ICP-Holdco shall give Cartesian, as representative 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")each Cartesian Investors, 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") at least 5 days’ written notice of the failure date of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities closing (the "Overallotment Notice"“Closing Date”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. In The Company shall purchase from a Holder, pursuant to this Article VI, Notes if the event that principal amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Company proposes contemplated pursuant to undertake the provisions of this Article VI shall be consummated by the delivery of the Change in Control Purchase Price to be received by the Holder promptly following the later of the Change in Control Purchase Date or the time of book-entry transfer or delivery of the Notes. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice. On or before 11:00 a.m., New York City time, on the Change in Control Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an issuance Affiliate of New Securitiesthe Company is acting as the Paying Agent, it shall give segregate and hold in trust) cash (in respect of a cash purchase under this Article VI or for fractional shares of Common Stock, as applicable) or Common Stock, or a combination thereof, as applicable, sufficient to each Rights Holder written notice pay the aggregate Change in Control Purchase Price of its intention the Notes to issue New Securities be purchased pursuant to this Article VI. Payment by the Paying Agent of the Change in Control Purchase Price for such Notes (including delivery of Common Stock, as applicable) shall be made promptly following the "Notice"), describing later of the type of New Securities Change in Control Purchase Date and the price time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this Indenture, cash and/or Common Stock, as the case may be, sufficient to pay the Change in Control Purchase Price of such Notes on the Change in Control Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest (including Liquidated Damages, if any) on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the general terms upon which Paying Agent, and all other rights of the Company proposes to issue such New Securities. Each Rights Holder shall have ten terminate (10) days from other than the date right to receive the Change in Control Purchase Price upon delivery or transfer of mailing the Notes). Nothing herein shall preclude the withholding of any such Notice tax required by law or regulations. The Company shall require each Paying Agent (other than the Trustee) to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities that the Paying Agent shall hold in trust for the price benefit of Holders or the Trustee all cash and/or Common Stock, as the case may be, held by the Paying Agent for the payment of the Change in Control Purchase Price and upon shall notify the general terms specified Trustee of any Default by the Company in making any such payment. The Company at any time may require a Paying Agent to deliver all cash and/or Common Stock, as the Notice case may be, held by giving written notice it to the Company Trustee and stating therein to account for any funds disbursed by the quantity Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the cash and/or Common Stock, as the case may be, delivered to the Trustee. All questions as to the validity, eligibility (including time of New Securities to receipt) and acceptance of any Notes for redemption shall be purchased (not to exceed such Rights Holder's Pro Rata Share)determined by the Company, whose determination shall be final and binding. If any Rights a Holder fails to so agree of a repurchased Note is paid in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share shares of an offering of New Securities (a "Nonpurchasing Holder")Common Stock, 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 pay any documentary, stamp or similar issue or transfer tax on such issue of shares of Common Stock. However, the Holder who has timely agreed shall pay any tax which is due because the Holder requests the shares of Common Stock to purchase his full Pro Rata Share be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the certificates, representing the shares of such offering Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax which will be due because the shares of New Securities (Common Stock are to be issued in a "Purchasing name other than the Holder") written notice of 's name. Nothing contained herein shall preclude the failure withholding of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticetax required by law or regulations.

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

Procedures. In (a) The General Partner shall notify TMG in writing during the event Option exercise period that either (i) the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to exercise such Option, in which case the TMG Entities may own, operate or Transfer the Option Assets subject to the Option without any further obligation to offer such Option Assets to the Partnership (including pursuant to Article IV), or (ii) the General Partner, with the approval of the Conflicts Committee, wishes to cause a Partnership Group Member to exercise the Option, subject to the negotiation of the terms of the exercise of such Option pursuant to the provisions of Section 3.2(b). If during the exercise period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to exercise the Option, then within 45 days after such notification, TMG shall submit a term sheet (an “Option Term Sheet”) to the General Partner containing the fundamental terms (other than purchase price) on which it would be willing to sell (or to cause another TMG Entity to sell) the Option Assets, including any proposed commitments from the TMG Entities, if any. (b) Within 45 days after delivery of the Option Term Sheet, the General Partner shall submit to TMG, on behalf of the Partnership and with the concurrence of the Conflicts Committee, the cash purchase price (the “Proposed Option Price”) it is willing to cause a Partnership Group Member to pay for the Option Assets. Thereafter, TMG and the Conflicts Committee shall negotiate the terms of the purchase and sale in good faith for 60 days. If TMG and the Conflicts Committee are unable to agree on such terms during such 60-day period, TMG may attempt to sell the Option Assets to a person who is not an Affiliate of TMG within six months of the termination of such 60-day period, provided that the Company proposes purchase price for such Option Assets may not be less than 105% of the Proposed Option Price and otherwise shall be on terms that are not materially more favorable to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing proposed purchaser than the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice Option Term Sheet submitted by giving written notice TMG pursuant to Section 3.2(a) with respect to the Company and stating therein Option Assets, in each case as determined by written resolution of the quantity Board of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share)Directors of TMG. If any Rights Holder no sale to a non-Affiliate occurs within such six-month period, the General Partner shall have the right (but not the obligation) to cause, on behalf of the Partnership and with the concurrence of the Conflicts Committee, a Partnership Group Member to purchase the Option Assets at the Proposed Option Price and otherwise upon the terms specified in the Option Term Sheet. The General Partner shall notify TMG of its intent to cause a Partnership Group Member to purchase the Option Assets at the Proposed Option Price within 45 days of the expiration of such six-month period or such earlier date on which TMG notifies the General Partner that it will no longer pursue a sale to a non-Affiliate. If the General Partner either (A) fails to so agree in writing respond within such ten (10) 45-day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities or (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit B) rejects 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") opportunity by 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 (General Partner, with the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion approval of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according Conflicts Committee, to TMG, then the TMG Entities may own, operate or Transfer the Option Assets without any further obligation to offer the Option Assets to the relative Pro Rata Shares of Partnership (including pursuant to Article IV). (c) If requested by the Purchasing Rights HoldersGeneral Partner, at TMG shall use commercially reasonable efforts to obtain financial statements with respect to the Option Assets purchased by a Partnership Group Member as required under Regulation S-X promulgated by the Securities and Exchange Commission or any time within five (5) days after receiving the Overallotment Noticesuccessor statute.

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

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

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

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

Procedures. In the event that (a) If the Company proposes to undertake an issuance of New SecuritiesSecurities (other than the Initial Rights Offering, the transactions contemplated by the Securities Purchase Agreement or any Follow On Rights Offering), it shall give to each Rights Holder written notice to the Stockholder of its intention to issue New Securities (the "“ROFO Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder The Stockholder (or its designee) shall have ten (10) 15 days from the date of mailing receipt of any such ROFO Notice to agree in writing to purchase such Rights Holder's up to the Stockholder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the ROFO Notice by giving written notice to the Company and stating therein in such notice the quantity of New Securities to be purchased (not to exceed such Rights Holder's the Stockholder’s Pro Rata Share). . (b) If any Rights Holder the Stockholder (or its designee) fails to so agree in writing provide such written notice within such ten (10) 15 day period or provides written notice that it elects not to purchase such Rights Holder's full Pro Rata Share all or any portion of an offering the New Securities, then the Company shall have 90 days from the expiration of the periods set forth above to sell all or any New Securities (that were not agreed to be purchased by the Stockholder, at a "Nonpurchasing Holder")price not less than, then such Nonpurchasing Holder shall forfeit and upon terms not materially more favorable to the right hereunder to purchase that part of his Pro Rata Share purchasers of such New Securities that he did than, specified in the ROFO Notice. If the Company has not so agree to purchase issued and sold such New Securities within such period, then after such period the Company shall promptly give each Rights Holder who has timely agreed not issue or sell any New Securities without again first complying with this Error! Reference source not found. (c) If the Stockholder (or its designee) provides written notice within such 15 day period that it elects to purchase his full Pro Rata Share any or all of such offering the New Securities, then the Company and the Stockholder (or its designee) shall promptly thereafter proceed to consummate the sale or issuance of New Securities by the Company to the Stockholder (or its designee) on the terms set forth in the ROFO Notice. The Company and its board of directors shall also take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under the Rights Agreement or any other rights agreement) or other similar anti-takeover provision under the Company’s charter, bylaws or similar charter documents or the laws of its state of incorporation that is or could become applicable to the Company as a "Purchasing Holder") written notice result of the failure of Company and the Stockholder (or its designee) consummating any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering sale or issuance of New Securities by the Company to the Stockholder (the "Overallotment Notice"or its designee). Each Purchasing Holder shall have a right of overallotment Any 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 sale or issuance to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five Stockholder (5or its designee) days after receiving the Overallotment Noticeshall be subject to compliance with applicable federal and state securities laws.

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

Procedures. In (i) If the event that Offering Service Provider desires to sell Unrestricted Incentive Units pursuant to this Section 10.07, such Offering Service Provider shall deliver to the Company proposes to undertake an issuance not more than ninety (90) days after the date of New Securities, it shall give to each Rights Holder termination of the Service Provider’s employment or other engagement a written notice of its intention to issue New Securities (the "“Service Provider Sale Notice")”) specifying the number of Unrestricted Incentive Units to be sold (the “Offered Unrestricted Incentive Units”) by such Offering Service Provider. (ii) By delivering the Service Provider Sale Notice, describing the type of New Securities Offering Service Provider represents and the price and the general terms upon which warrants to the Company proposes that: (A) the Offering Service Provider has full right, title and interest in and to issue the Offered Unrestricted Incentive Units; (B) the Offering Service Provider has all the necessary power and authority and has taken all necessary action to sell such New SecuritiesOffered Unrestricted Incentive Units as contemplated by this Section 10.07; and (C) the Offered Unrestricted Incentive Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement. (iii) Promptly following receipt of the Service Provider Sale Notice, the Company shall deliver to the Offering Service Provider a calculation of the Put Purchase Price for the Offered Unrestricted Incentive Units. Each Rights Holder The Offering Service Provider shall have the right to irrevocably rescind the Service Provider Sale Notice for a period of ten (10) days from following the date delivery of mailing such calculation. (iv) Subject to Section 10.07(c) below, the closing of any such Notice sale of Offered Unrestricted Incentive Units pursuant to agree in writing this Section 10.07 shall take place no later than thirty (30) days following receipt by the Company of the Service Provider Sale Notice, if not otherwise rescinded pursuant to purchase such Rights Holder's Pro Rata Share Section 10.07(b)(iii) above. Subject to the existence of such New Securities any Delay Condition, the Company shall pay the Put Purchase Price for the price and upon Offered Unrestricted Incentive Units by certified or official bank check or by wire transfer of immediately available funds. The Company shall give the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such Offering Service Provider at least 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") days’ written notice of the failure date of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share closing, which notice shall include the method of such offering of New Securities (payment selected by the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeCompany.

Procedures. In the event that (a) If the Company proposes intends to undertake an issuance of New Securities, it the Company shall give issue a written notice (the “First Participation Notice”) to each Rights Holder written notice Persons entitled to the Right of its intention to issue New Securities Participation (the "Notice"), describing “Participation Right Holder”) specifying the type amount and price of such New Securities and the price and general provisions of the general terms upon which the Company proposes to issue subscription of such New Securities. Each Rights Participation Right Holder shall have ten may exercise the Right of Participation through issuance of a written notice to the Company within fifteen (1015) days from Business Days upon the date of mailing receipt of any First Participation Notice, and the Participation Right Holder shall specify the quantity of the New Securities which it agrees to subscribe for in accordance with the price, and terms and conditions specified in the First Participation Notice in such Notice written notice (not to agree in writing exceed the New Securities which the Participation Right Holder is entitled to purchase such Rights Holder's subscribe for based on its Pro Rata Share of such Participation Right Holder). If the Participation Right Holder fails to issue the written notice of the exercise of the Right of Participation to the Company within such fifteen (15) Business Days, such Participation Right Holder shall be deemed to have waived its Right of Participation. (b) If any Participation Right Holder fails or refuses to exercise all of its Right of Participation in accordance with the subsection (a) above, the Company shall promptly (but no later than three (3) Business Days subsequent to such fifteen (15) Business Days’ period prescribed in the subsection (a) above) send notice (the “Investor Participation Notice”) to each of the Investors who have subscribed for all of the New Securities which such Investor is entitled to subscribe for according to its Pro Rata Share in accordance with the price and upon subsection (a) above (the general terms specified in the Notice by giving “Participation Investor”). Each Participation Investor may give a written notice to the Company and stating therein specifying the quantity amount of the New Securities it intends to be purchased (not subscribe for on top of the New Securities which such Investor is entitled to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails subscribe for according to so agree in writing within such ten (10) day period to purchase such Rights Holder's full its Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time “Investor Additional Quantity”) within five (5) Business Days of the date of receipt of the Investor Participation Notice (the “Investor Participation Period”). Failure of delivery of the written notice of the subscription of the Investor Additional Quantity to the Company within the Investor Participation Period will render the Participation Investor losing the right to purchase the Investor Additional Quantity. If the above conduct leads to the sum of all of the Investor Additional Quantity exceeding the total amount of the remaining New Securities available for subscription, the Company will reduce the excess amount of the subscription of the Participation Investor who has made an excess subscription to the following, whichever is less: (A) the Investor Additional Quantity; or (B) the product obtained by multiplying (i) the amount of the remaining New Securities available for subscription; by (ii) a fraction, the numerator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by such Participation Investor who has made an excess subscription upon the First Participation Notice and the denominator of which is the amount of the Company’s Ordinary Shares (on an as-converted basis) held by all of the Participation Investors who have made excess subscription upon the First Participation Notice. Each Participation Investor shall have the obligation to subscribe for such amount of the New Securities determined by the Company in accordance with this section, and the Company shall notify such Participation Investor within ten (10) Business days after receiving following the Overallotment date of receipt of the Investor Participation Notice. (c) Upon (i) the expiry of the Investor Participation Period, no Participation Investor has exercised its Right of Participation in accordance with the subsection (b) above, or (ii) the expiry of the Investor Participation Period, under the circumstances that there still exists remaining New Securities which have not been subscribed by the Participation Investor through the exercise of the Right of Participation, the Company shall promptly (but no later than the three (3) Business Days’ period following such five (5) Business Days’ period prescribed in the subsection (b) above) send notice (the “Second Participation Notice”) to Participation Right Holders (other than the Participation Investors) who has exercised the Right of Participation and purchased all of the New Securities which such Participation Right Holder is entitled to subscribe for according to its Pro Rata Share in accordance with the subsection (b) above (the “Participation Right Persons”). Each Participation Right Person may give a written notice to the Company specifying the amount of the New Securities it intends to subscribe for on top of the New Securities which can be subscribed for according to its Pro Rata Share (the “Additional Quantity”) within five (5) Business Days upon the date of receipt of the Second Participation Notice (the “Second Participation Period”). Failure of delivery of the written notice of the subscription of the Additional Quantity to the Company within the Second Participation Period will render the Participation Right Person losing the right to purchase the Additional Quantity. If the above conduct leads to the sum of all of the Additional Quantity exceeding the total quantity of the remaining New Securities available for subscription, the Company will reduce the excess amount of the subscription of the Participation Right Person who has made an excess subscription to the following, whichever is less: (A) the Additional Quantity; or (B) the product obtained by multiplying (i) the amount of the remaining New Securities available for subscription; by (ii) a fraction, the numerator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by such Participation Right Person who has made an excess subscription upon the First Participation Notice and the denominator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by all of the Participation Right Persons who have made excess subscription upon the First Participation Notice. Each Participation Right Person shall have the obligation to subscribe for such amount of the New Securities determined by the Company in accordance with this section, and the Company shall notify such Participation Right Person within ten (10) Business Days following the date of receipt of the Second Participation Notice. (d) Upon (i) the expiry of the Second Participation Period, or (ii) the expiry of the fifteen (15) Business Days’ period upon the receipt of the First Participation Notice, no Participation Right Holder has exercised its Right of Participation in accordance with Section 7.1 (as the case may be), and under the circumstances that the New Securities have not been fully subscribed by the Participation Right Holder through the exercise of the Right of Participation, the Company shall sell the New Securities specified in the First Participation Notice (with respect to the part of New Securities upon which no Party has exercised its Right of Participation) at a price of or higher than the price provided in the First Participation Notice, or on no more favorable terms than that in the First Participation Notice (for non-price terms) within ninety (90) days following the expiry of the related period. If the Company fails to sell such New Securities within such ninety (90) days’ period, the Company shall not sell any New Securities to any Person other than the Participation Right Holder before the re-exercise of the Right of Participation by the Participation Right Holder in accordance with the subsection (a), (b), (c) and (d).

Procedures. In connection with the Shelf Registration Statement, the Company will: (i) use its best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4 hereof), and pursuant thereto the Company will prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Act, which form will be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof. Except for the Common Stock covered by that certain Registration Rights Agreement dated effective June 27, 2000, among the Company, Appaloosa Investment Limited Partnership I, Palomino Fund, Ltd., Tersk L.L.C., Oppe▇▇▇▇▇▇▇ ▇▇▇ategic Income Fund, Oppe▇▇▇▇▇▇▇ Champion Income Fund, Oppe▇▇▇▇▇▇▇ ▇▇▇h Yield Fund, Oppe▇▇▇▇▇▇▇ Strategic Bond Fund/VA, Atlas Strategic Income Fund and that certain Registration Rights Agreement dated effective August 29, 2000 between the Company and Paribas North America, Inc. (collectively, the "Discount Noteholder Rights Agreement"), the Company will not be permitted to include in the Shelf Registration Statement any securities other than the Transfer Restricted Securities. If the registration of the sale of the Transfer Restricted Securities is an underwritten offering and other holders of unregistered Common Stock exercise piggy-back registration rights with respect to such underwritten offering, in the event the managing underwriter determines in its sole discretion that including all of the Common Stock requested to be included in such underwritten offering will jeopardize the success of the offering, unless the Company is legally obligated to cut back pro rata, the Common Stock requested to be included by the holders of such piggy-back registration rights will be excluded from such underwritten offering prior to any exclusion therefrom of any of the Transfer Restricted Securities. (ii) use its best efforts to keep such Shelf Registration Statement continuously effective and provide all requisite financial statements and any other information for the period specified in Section 3 of this Agreement. Upon the occurrence of any event that would cause any such Shelf Registration Statement or the Prospectus contained therein (i) to contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company will subject to this Section 5 file promptly (A) an appropriate amendment to such Shelf Registration Statement curing such defect, and, if Commission review is required, use its best efforts to cause such amendment to be declared effective as soon as practicable, (B) a supplement pursuant to Rule 424 under the Act curing such defect or (C) an Exchange Act report incorporated by reference curing such defect. (iii) prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement effective for the applicable period set forth in Section 3 hereof, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, and such other Rules as are applicable to the Prospectus, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all Transfer Restricted Securities covered by such Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Shelf Registration Statement or supplement to the Prospectus. (iv) advise the Holders and underwriters, if any, promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Shelf Registration Statement or any Prospectus supplement or post- effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto made, misleading. (v) subject to Section 5(a)(ii), if any fact or event contemplated by Section 5(iv)(D) above will exist or have occurred, prepare a post-effective amendment or supplement to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (vi) deliver to each Holder and underwriter, if any, without charge, a reasonable number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder or underwriter reasonably may request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each Holder and each underwriter, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto. (vii) prior to any offering of Transfer Restricted Securities, cooperate with the Holders in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as reasonably requested and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company proposes will not be required to undertake an issuance register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of New process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it is not now so subject. (viii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, it shall give cooperate with the Holders to each Rights Holder written notice facilitate the timely preparation and delivery of its intention certificates representing Transfer Restricted Securities to issue New Securities be sold and not bearing any restrictive legends. (ix) list all shares of Common Stock covered by the "Notice"), describing Shelf Registration Statement on the type of New Securities and the price and the general terms upon principal U.S. securities exchange on which the Company proposes Common Stock is then listed. (x) use its best efforts to issue cause the disposition of the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such New other governmental agencies or authorities as may be required to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities. Each Rights . (xi) use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to the Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the Effective Date (as such term is defined in paragraph (c) of Rule 158 under the Act). (xvii) provide the Holders with a reasonable opportunity to review and comment on any registration statement to be filed pursuant to this Agreement prior to the filing thereof with the Commission, and will make all changes thereto as any Holder shall have ten (10) days from the date of mailing of any such Notice to agree may request in writing to purchase the extent such Rights Holder's Pro Rata Share changes are required, in the judgment of the Company, by the Act. (xviii) use best efforts to obtain the withdrawal of any order suspending the effectiveness of such New registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Transfer Restricted Securities for sale in any jurisdiction, at the price earliest possible moment. (xix) use its best efforts to furnish to each Holder and upon the general terms specified in the Notice by giving written notice to each managing underwriter, if any, a signed counterpart, addressed to such Holder or such underwriter, if any, of (i) an opinion or opinions of counsel to the Company and stating therein (ii) a comfort letter or comfort letters from the quantity Company=s independent public accountants pursuant to SAS 72, each in customary form and covering such matters of New the type customarily covered by opinions or comfort letters, as the case may be, as such Holder or the managing underwriter reasonably requests. (xx) enter into customary agreements (including underwriting agreements in customary form, which will include "lock-up" obligations as may be requested by the managing underwriters, not to exceed 90 days in duration, but excluding shares that may be issued pursuant to benefit plans or in connection with mergers or acquisitions) and take such other actions (including using its reasonable efforts to make such domestic road show presentations and otherwise engaging in such reasonable marketing support in connection with any underwritten offering, including without limitation the obligation to make its executive officers available for such purpose of so requested by the selling Holder (a "Road Show")) as are reasonably requested by any selling Holder in order to expedite or facilitate the sale of any Transfer Restricted Securities covered by a registration statement pursuant to an underwritten offering in accordance herewith. (xxi) offer Lehm▇▇ ▇▇▇ opportunity to manage any underwritten offering under this Agreement, subject to the reasonable consent of the Holders of a majority of the Transfer Restricted Securities to be purchased (not to exceed included in such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeregistration.

Procedures. (i) Subject to clause (ii) below, each Elective Exchange of a LAZ-MD Class II Interest shall be effected in accordance with Section 7.4 of the LAZ-MD Operating Agreement and Section 7.05(a) of the New Lazard Group Operating Agreement, and each Elective Exchange of a Lazard Group MD Common Interest shall be effected in accordance with Section 7.05(b) of the New Lazard Group Operating Agreement. (ii) Except as otherwise provided in this clause (ii), each Exchangeable MD Member who shall be entitled to make an Elective Exchange and desires to exchange such member's Exchangeable Interest (or portion thereof) so exchangeable (an "Electing Member") shall prepare and deliver to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B a written request signed by such Electing Member (A) stating the amount of Units underlying the Exchangeable Interest that such Electing Member desires to exchange, (B) stating whether the Electing Member shall elect to have such exchange consummated on the Applicable Exchange Date or the date immediately prior to the date of effectiveness of any registration statement of Lazard Ltd that Lazard Ltd may file in order to register the sale by the Electing Member of the shares of Lazard Ltd Common Stock to be issued in such exchange to such Electing Member (such date, the "Registration Exchange Date", and the date selected by the Exchanging Member, the "Exchange Effective Date"), and (C) certifying that such Electing Member is entitled to exchange the portion of the Exchangeable Interest that such member desires to exchange and that such Electing Member is the beneficial owner of such Exchangeable Interest (each such request, an "Exchange Request"). A properly completed Exchange Request must be delivered to LAZ-MD and each of Lazard Ltd Sub A and Lazard Ltd Sub B not less than 60 days or more than 90 days prior to the anniversary date on which such Electing Member desires to effect the Exchanges in accordance with this Section. Each of Lazard Ltd Sub A and Lazard Ltd Sub B shall have the right to determine whether any Exchange Request is proper or to waive any infraction of these procedures. Once delivered, an Exchange Request shall be irrevocable. (iii) Each Elective Exchange shall be consummated effective as of the close of Lazard Ltd's business on the applicable Exchange Effective Date (such time, the "Elective Exchange Effective Time"), and the Electing Member shall be deemed to have become the holder of record of the applicable shares of Lazard Ltd Common Stock at such Elective Exchange Effective Time (or, in the case of an Electing Member who is an Electing LAZ-MD Exchange Member (as defined in the LAZ-MD Operating Agreement), at the time of receipt of such shares of Lazard Ltd Common Stock) and all rights of the Electing Member in respect of the portion of the Exchangeable Interest so exchanged shall terminate at such Elective Exchange Effective Time. In the event that an Electing Member shall select the Company proposes Registration Exchange Date as the Exchange Effective Date in accordance with clause (ii) above, such Elective Exchange shall be null and void (and such Electing Member shall continue to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (hold the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10applicable Exchangeable Interest) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice event that the applicable registration statement shall be abandoned by giving written notice Lazard Ltd prior to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeits effectiveness.

Procedures. In the event that the The Company proposes to undertake an issuance of New Securities, it shall will give to each Rights Holder Investor written notice (a “Large Issuance Notice”) of its intention to issue New Securities Common Stock in a Large Issuance as soon as practicable, but in no event later than the time authorization for such Large Issuance is granted by the Board; provided that the Company shall not deliver any Large Issuance Notice to the Investor if the Company shall have received an Opt-Out Notice form the Investor, for so long as the Opt- Out Notice remains in effect in accordance with its terms. The Large Issuance Notice shall describe the price (the "Notice"or range of prices), describing the type anticipated number of shares of New Securities Common Stock to be issued, timing and other material terms of the price and Large Issuance, as well as the general terms upon which number of shares of New Common Stock that Investor is entitled to purchase pursuant to the Company proposes to issue such New SecuritiesLarge Issuance Top Up Right. Each Rights Holder shall Investor will have ten (10) days Business Days from the date of mailing of any such the Large Issuance Notice to agree advise the Company in writing (a “Large Issuance Exercise Notice”) that it intends to purchase such Rights Holder's Pro Rata Share exercise its Large Issuance Top Up Right and the applicable number of shares of New Common Stock it determines to acquire. Subject to Section 2.3 below, a Large Issuance Top Up Right may be exercised in whole or in part. If Investor delivers a Large Issuance Exercise Notice with respect to a Large Issuance, then closing for Investor’s Large Issuance Top Up Right will be contingent upon, and will take place simultaneously with, or as soon as practicable after, the closing of such New Securities for Large Issuance. If Investor determines that an advance filing is required under the price and upon ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the general terms specified “HSR Act”) or any other antitrust law (collectively with the HSR Act, the “Antitrust Laws”) in the Notice by giving written notice to the Company and stating therein the quantity connection with its acquisition of New Securities Common Stock in a Large Issuance, then closing for Investor’s Large Issuance Top Up Right shall not occur until after all clearances, authorizations, consents, or waiting period expirations or terminations as may be required under any Antitrust Law have been obtained. Failure by Investor to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing deliver a Large Issuance Exercise Notice within such ten (10) day period Business Days from the date of delivery of the Large Issuance Notice shall be deemed a waiver of Investor’s Large Issuance Top Up Right with respect to purchase such Rights Holder's full Pro Rata Share Large Issuance. Investor agrees that it will, and will cause each member of the Stockholder Group to, maintain the confidentiality of any information included in any Large Issuance Notice delivered by the Company unless otherwise required by law, regulation, government order or subpoena. Investor acknowledges that information included in any Large Issuance Notice may constitute material non-public information and effecting an offering acquisition or disposition of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share any Company securities while in possession 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 material non-public information may constitute a violation of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeapplicable U.S. federal securities laws.

Procedures. In The Company will give the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder Stockholder written notice (a “Large Issuance Notice”) of its intention to issue New Equity Securities in a Large Issuance as soon as practicable, but in no event later than the time authorization for such Large Issuance is granted by the Board. The Large Issuance Notice shall describe the price (the "Notice"or range of prices), describing anticipated amount of securities, timing and other material terms of the type Large Issuance, as well as the number of New Securities and shares of Class A Common Stock that the price and Stockholder is entitled to purchase pursuant to the general terms upon which the Company proposes to issue such New SecuritiesLarge Issuance Top Up Right. Each Rights Holder shall The Stockholder will have ten (10) days Business Days from the date of mailing of any such the Large Issuance Notice to agree advise the Company in writing (a “Large Issuance Exercise Notice”) that it intends to purchase such Rights Holder's Pro Rata Share exercise its Large Issuance Top Up Right and acquire the applicable number of shares of Class A Common Stock. Subject to Section 2.3 below, a Large Issuance Top Up Right may be exercised, in whole or in part. If the Stockholder delivers a Large Issuance Exercise Notice with respect to a Large Issuance, then closing for the Stockholder’s Large Issuance Top Up Right will be contingent upon, and will take place simultaneously with, or as soon as practicable after, the closing of such New Securities for Large Issuance. Failure by the price and upon the general terms specified in the Stockholder to deliver a Large Issuance Exercise 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 Business Days from the date of delivery of the Large Issuance Notice shall be deemed a waiver of the Stockholder’s Large Issuance Top Up Right with respect to purchase such Rights Holder's full Pro Rata Share Large Issuance. The Stockholder agrees that it will, and will cause each member of an offering the Stockholder Group to, (i) maintain the confidentiality 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 any information included in any Large Issuance Notice delivered by 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 unless otherwise required by law or subpoena and (a "Purchasing Holder"ii) after receiving written notice thereof, not effect any acquisition or disposition of any Company Securities until the public announcement of the failure Large Issuance referenced in the Large Issuance Notice (other than the acquisition of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according Class A Common Stock pursuant to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeLarge Issuance Top Up Right).

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

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

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

Procedures. In the event that the Company ▇▇▇▇▇▇▇▇ proposes to undertake an issuance of New Satschel Securities, it shall give to each Rights Holder ETHZilla written notice of its intention to issue New Satschel Securities (the "“Notice"”), describing the type of New Satschel Securities and the price and the general terms upon which the Company ▇▇▇▇▇▇▇▇ proposes to issue such New Satschel Securities, including any proposed purchaser of New Satschel Securities. Each Rights Holder ETHZilla shall have ten (10) days from the date receipt of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Satschel Securities (or any portion thereof) for the price and upon the general terms specified in the Notice by giving written notice to the Company ▇▇▇▇▇▇▇▇ and stating therein the quantity of New Satschel Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share)purchased. If any Rights Holder ETHZilla 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 all or any portion of such New Satschel Securities, Satschel shall have the right to sell the portion of the New Satschel Securities which ETHZilla has not elected to purchase, during the 90 days thereafter, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in ▇▇▇▇▇▇▇▇’s Notice to ETHZilla. In the event that he did Satschel has not issued and sold the New Satschel Securities within such 90 day period, then Satschel shall not thereafter issue or sell any New Satschel Securities without again first offering such New Satschel Securities to ETHZilla pursuant to this Section 7.4. If the terms of the proposed issue of New Satschel Securities change at any time from those set forth in the Notice to be materially more favorable to the purchaser thereof, ETHZilla shall once again be provided an updated Notice with such changed terms and shall have another right of first refusal pursuant to the terms of Section 7.4.1 hereof and this Section 7.4.3, to acquire up to the entire amount of the New Satschel Securities offered by Satschel, or such lesser amount that ETHZilla shall so agree designate. ETHZilla shall be required to purchase and the Company shall promptly give each Rights Holder who has timely New Satschel Securities it agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") from Satschel on the terms, and subject to the conditions set forth in the written notice from ETHZilla to Satschel, at the same time as the sale of the failure of any Nonpurchasing Holder other New Satschel Securities to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (be sold by ▇▇▇▇▇▇▇▇, or in the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree event ETHZilla has determined to purchase a portion acquire all of the Nonpurchasing Holders' unpurchased Pro Rata Shares of New Satschel Securities, on such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeterms as are mutually agreed between Satschel and ETHZilla.

Procedures. Conversion of this Note may be effected by the Holder upon the surrender to the Company at the principal office of the Company or at the office of any agent or agents of the Company, as may be designated by the Company, of the Note to be converted accompanied by a written notice stating that such Holder elects to convert the entire Face Amount of such Note in accordance with the provisions of this Section 2 and specifying the name or names in which such Holder wishes the certificate or certificates for Common Stock to be issued. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer Taxes payable upon the event issuance of Common Stock in such name or names and an opinion of counsel satisfactory to the Company that the transfer of the Note may be made without registration under the Securities Act or any applicable state securities laws. Other than such Taxes for transfers to other Persons, the Company proposes will pay any and all issue and other Taxes (other than Taxes based on income) that may be payable in respect of any issue or delivery of Common Stock on conversion of the Note pursuant hereto. As promptly as practicable, after the surrender of such Note and the receipt of such notice relating thereto and, if applicable, payment of all transfer Taxes for transfers to undertake an issuance other Persons (or the demonstration to the satisfaction of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"Company that such Taxes have been paid), describing the type Company shall deliver or cause to be delivered certificates representing the number of New Securities validly issued, fully paid and the price and the general terms upon nonassessable Common Stock to which the Company proposes Holder of the Note being converted shall be entitled as the Conversion Amount. Such conversion shall be deemed to issue such New Securities. Each Rights Holder shall have ten (10) days from been made at the close of business on the date of mailing of any giving such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share notice and of such New Securities surrender of the Note to be converted so that the rights of the Holder thereof as to the amount being converted shall cease except for the price right to receive shares of Common Stock in accordance herewith, and the Person entitled to receive the Common Stock shall be treated for all purposes as having become the record holder of such Common Stock at such time. The Company shall not be required to convert, and no surrender of the Note shall be effective for that purpose, while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of ten calendar days); but the surrender of the Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share reopening of such New Securities that he did not so agree to purchase books, as if the conversion had been made on the date such Note was surrendered, and at the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share Conversion Ratio in effect on the date of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticesurrender.

Procedures. In the event that (i) Each director of the Company proposes shall hold office for a term expiring at the next annual meeting of stockholders. Any vacancy caused by the death or resignation of a Preferred Director may be filled only by the holders of Preferred Stock entitled to undertake an issuance vote for such Preferred Director. A special meeting of New Securities, it the holders of the Preferred Stock entitled to vote with respect to filling the vacancy shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities be called and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of held as promptly as practicable after any such Notice death or resignation at the direction of a majority of the board of directors, and in any event shall be called within ten days, to agree in writing be held within 15 days, after receipt of a written request by the holders of record of at least 50% of the then outstanding shares of Preferred Stock so entitled to purchase such Rights Holder's Pro Rata Share of such New Securities vote. In connection with any special meeting to be held for the price purpose of electing a Preferred Director to fill a vacancy, only such holders of the Preferred Stock entitled to vote for such Preferred Director shall be notified and upon the general terms specified in the Notice by giving written notice be permitted to the Company and stating therein the quantity of New Securities to be purchased (not to exceed participate at such Rights Holder's Pro Rata Share)meeting. If any Rights Holder fails special meeting of the holders of Preferred Stock required to be called for the election of directors pursuant to this section 6(c) shall not have been called within ten days after the request therefor has been made upon the secretary of the Company, the holders of record of at least 50% of the then outstanding shares of the Preferred Stock so agree entitled to vote may designate in writing within one of their number to call the meeting, and the meeting may be called by the person so designated upon notice in accordance with the notice required for annual meetings of stockholders. Any holder of shares of Preferred Stock so designated shall have access to the stock record books of the Company for the purpose of so calling a special meeting. The Company shall pay the reasonable expenses of calling and holding any such ten meeting. (10ii) day period Any special meeting of the holders of shares of Preferred Stock to purchase vote for the election of directors pursuant to this section 6(c) shall be held in the city in which the next preceding annual meeting of stockholders of the Company was held. At a special or annual meeting for the election of directors by the holders of shares of Preferred Stock, the presence in person or by proxy of the holders of 50% of the outstanding shares of Preferred Stock entitled to vote thereon shall constitute a quorum. In connection with any special meeting to be held for the purpose of electing a Preferred Director to fill a vacancy, only such Rights Holder's full Pro Rata Share holders of an offering the Preferred Stock entitled to vote for such Preferred Director shall be notified and be permitted to participate at such meeting. A majority of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder the holders of the shares of Preferred Stock entitled to vote thereon present in person or by proxy shall forfeit have the right hereunder power to purchase that part of his Pro Rata Share adjourn the meeting for the purpose of such New Securities that he did not so agree election, from time to purchase time without notice, other than announcement at the meeting, until a quorum shall be present. (iii) In connection with any vote for the Preferred Directors, each holder of Preferred Stock entitled to vote thereon as provided herein shall be entitled to one vote per share, 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 (nominees receiving a "Purchasing Holder") written notice plurality of the failure of any Nonpurchasing Holder votes entitled to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder be cast shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticebe elected.

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

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

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

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

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

Procedures. In the event that the Company proposes to undertake an issuance consummates a New Securities Issuance, it shall provide the Investor with written notice of such New Securities Issuance within 5 Business Days after the consummation thereof (a “Subscription Notice”), describing the amount and type of New Securities, it shall give to each Rights Holder written notice the identity of its intention to issue New Securities (the "Notice"), describing the type of New Securities purchaser(s) and the price and the general other material terms upon which the Company proposes to issue issued such New Securities. Each Rights Holder The Investor shall have ten twenty (1020) days Business Days from the date of mailing receipt of any such the Subscription Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of up to the Additional Subscription Shares by executing the definitive purchase documentation on the same price, terms and conditions as those applicable to such New Securities for the price and upon the general terms specified Issuance (in the Notice case of a New Securities Issuance that is not a Qualified Acquisition Issuance), or by giving written notice payment of cash consideration at the Volume-Weighted Average Closing Price of the 30 consecutive Trading Day period before the date of the announcement of the applicable transaction and on other terms to be mutually agreed between the Company and stating therein the quantity Investor (in the case of New a Qualified Acquisition Issuance), provided that under no circumstances shall this Section 7 entitle the Investor to designate another member of the Board or, for the avoidance of doubt, to enter into any new business relationship with the Company or to have any rights against the Company other than as an investor in the Company, provided, further, that, without limitation to the Investor’s rights under Section 2, under no circumstances shall the Company be required to register Additional Subscription Shares under the Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share)Act or qualify the Additional Subscription Shares under the securities Laws of any other jurisdiction in connection with the issuance thereof. If any Rights Holder the Investor fails to so agree respond in writing within such ten twenty (1020) day Business Day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder")its Additional Subscription Shares, then such Nonpurchasing Holder the Investor shall forfeit the right its Subscription Right hereunder with respect to purchase that part of his Pro Rata Share of such New Securities that he did not so agree Issuance. Notwithstanding the foregoing, any consummation by the Investor of the Subscription Right shall be subject to purchase the satisfaction of all necessary Company shareholder approval requirements and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share obtainment of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holdersall necessary consents, at any time within five (5) days after receiving the Overallotment Noticeapprovals and waivers under applicable Law.

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

Procedures. In the event that A. If, in accordance with this ARTICLE 3, the Company proposes determines to undertake an issuance of New issue additional Equity Securities, it shall cause an officer to give each Stockholder having pre-emptive and related rights hereunder notice, specifying in reasonable detail the nature and type of securities being offered and the price at which they are being offered, at least twenty-one (21) days before issuing any such securities. Within twenty (20) days of the receipt of that notice, each Stockholder shall have the right, by giving notice to the designated officer, but not the obligation, to purchase the securities being offered as provided herein. B. Any Stockholder desiring to exercise its pre-emptive and related rights hereunder must give to each Rights Holder the Company written notice of its intention election to issue New purchase up to a specified number of the securities proposed to be offered by the close of business on the twentieth day after the notice required by SECTION 3.2 was given to it. Such response shall set forth the Stockholder's acceptance of the offer and designate a number of Shares (or, if applicable, a value of securities) to be purchased by such Stockholder, which number may be fewer than, equal to, or more than the number of Shares that such Stockholder has a right to purchase under SECTION 3.1. If any Stockholder does not elect to purchase all of the offered Equity Securities (that it has right to purchase under SECTION 3.1, the "Notice")securities remaining shall be allocated to each other electing Stockholder in one or more successive allocations, describing up to the type number or amount of New Securities securities specified in the election, pro rata, in the same proportion as the total number of Common Shares held by that electing Stockholder bears to the total number of issued and outstanding Shares held by all electing Stockholders electing to purchase more than the price and the general terms upon which the Company proposes maximum number of shares that they are entitled to issue such New Securities. Each Rights Holder shall have purchase. C. Not later than ten (10) days from after the date on which this offer of mailing rights expires, the Company shall notify each electing Stockholder of any the time and place of closing, the number or amount of securities allotted to it, and the purchase price therefor, whereupon each such Notice to agree in writing electing stockholder shall become legally obligated to purchase such Rights Holder's Pro Rata Share of such New Securities for securities at the price and upon on the general terms specified offered. D. Following the expiration of the offer and the giving of the notice required by SECTION 3.2A, the Company may thereafter offer and sell any of the Equity Securities not purchased by the Stockholders for a period of one hundred twenty (120) days on the terms and conditions set forth in the Notice by giving written original 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)Stockholders. 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 Any of the failure Equity Securities not sold during that period may not thereafter be sold without first complying with the requirements of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticethis ARTICLE 3.

Procedures. (a) In the event that case of each registration or qualification pursuant to Section 17.1, the Company proposes will keep all holders of Warrants, Class 3 Notes, or Shares advised in writing as to undertake the initiation of proceedings for such registration and qualification and as to the completion thereof, and will advise any such holder, upon request, of the progress of such proceedings. (b) At the Company’s expense, the Company shall use its best efforts to keep each registration statement or statements registering such Subsequent Registered Shares continuously effective under the Securities Act until the date when all Subsequent Registered Shares covered by such registration statement or statements have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Share holders. (c) The Company will immediately notify each holder on whose behalf Shares have been registered pursuant to this Section 17 at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an issuance untrue statement of New Securitiesa material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (d) If any registration under this Section 17 is in connection with an underwritten offering, it shall give the Company will furnish to each Rights Holder written notice holder on whose behalf Shares have been registered pursuant to this Section 17 a signed counterpart, addressed to such holder, of its intention (i) an opinion of counsel for the Company, dated the effective date of such registration statement, and (ii) a so called “cold comfort” letter signed by the independent public Accountants who have certified the Company’s financial statements included in such registration statement, and such opinion of counsel and Accountants’ letter shall cover substantially the same matters with respect to issue New Securities such registration statement (the "Notice"), describing the type of New Securities and the price and prospectus included therein) and, in the general terms upon which the Company proposes case of such Accountants’ letter, with respect to issue such New Securities. Each Rights Holder shall have ten (10) days from events subsequent to the date of mailing such financial statements, as are customarily covered in opinions of issuer’s counsel and in Accountants’ letters delivered to underwriters in connection with underwritten public offerings of securities. (e) Without limiting any such Notice other provision hereof, in connection with any registration of Shares under this Section 17, the Company will comply with the Securities Act, the Securities Exchange Act and all applicable rules and regulations of the Commission, and will make generally available to agree in writing to purchase such Rights Holder's Pro Rata Share its securities holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve (12) months, beginning with the first month of the first fiscal quarter after the effective date of such New registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. (f) In connection with any registration of Shares under this Section 17, the Company will provide a transfer agent and registrar for the price Shares not later than the effective date of such registration statement. (g) In connection with any underwritten registration of Shares under this Section 17, the Company will, if requested by the underwriters for any Shares included in such registration, enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and upon the general terms specified in the Notice warranties by giving written notice to the Company and stating therein the quantity of New Securities such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnification and contribution. The holders on whose behalf Shares are to be purchased (not distributed by such underwriters shall be parties to exceed any such Rights Holder's Pro Rata Share). If any Rights Holder fails underwriting agreement, and the representations and warranties by, and the other agreements on the part of, the Company 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 and for the right hereunder to purchase that part of his Pro Rata Share benefit of such New Securities that he did not so agree underwriters shall also be made to purchase and for the benefit of such holders of Warrants, Class 3 Notes, or Shares and the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders of Warrants, Class 3 Notes, or Shares. The Company shall promptly give each Rights Holder cooperate with such holders of Warrants, Class 3 Notes, or Shares in order to limit any representations or warranties to, or agreements with, the Company or such underwriters to be made by such holders only to those representations, warranties or agreements regarding such holder, such holder’s Shares and such holder’s intended method of distribution and any other representation required by law. Such underwriting agreement shall comply with Section 17.4 hereof. (h) Upon request by any holder of Warrants, Class 3 Notes, or Shares who has timely agreed to purchase his full Pro Rata Share requested that their shares be included in a registration, the Company will give such holder and their underwriters, if any, and their respective counsel and Accountants, (i) such information regarding the preparation of such offering of New Securities registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, as such holder may specify, and (a "Purchasing Holder"ii) written notice opportunities to discuss the business of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share Company with its officers, its counsel and the independent public Accountants who have certified its financial statements, as shall be necessary, in the opinion of such offering of New Securities (holders or such underwriters or their respective counsel, in order to conduct a reasonable and diligent investigation within the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion meaning of the Nonpurchasing Holders' unpurchased Pro Rata Securities Act. Without limiting the foregoing, each registration statement, prospectus, amendment, supplement or any other document filed with respect to a registration under this Section 17 shall be subject to review and reasonable approval by the holders registering Shares in such registration and by their counsel. (i) The Company will cause all of such offering on a pro rata basis according the Shares registered pursuant to this Section 17 to be accepted for quotation to the relative Pro Rata Shares of same extent as similar securities issued by the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeCompany.

Procedures. In the event that (a) If the Company proposes to undertake an issuance of New Securities, it shall give written notice to each Rights Holder written notice Common Member and Preferred Member of its intention to issue New Securities (the "Notice"“Notice of Issuance”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Common Member and Preferred Member, with respect to New Preferred Securities, shall have ten thirty (1030) days (the “Offer Period”) from the date of mailing receipt of any such Notice of New Issuance to agree in writing to purchase such Rights Holder's Pro Rata Share Common Member’s or and Preferred Member’s Percentage Interest of such New Securities for the price and upon the general terms specified in the Notice of New Issuance by giving written notice to the Company and stating therein in such notice the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata ShareCommon Member’s or Preferred Member Percentage Interest). . (b) If any Rights Holder Common Member or Preferred Member fails to so agree in writing within such ten (10) day period the Offer Period to purchase such Rights Holder's Common Member’s or Preferred Member’s full Pro Rata Share Percentage Interest of an offering of New Securities (a "Nonpurchasing Holder"“Non-purchasing Member”), then such Nonpurchasing Holder Non-purchasing Member shall forfeit the right hereunder under this Agreement to purchase that part of his Pro Rata Share his, her, or its Percentage Interest of such New Securities that he the Non-purchasing Member did not so agree to purchase and the Company shall promptly give each Rights Holder who purchase. Each Common Member or Preferred Member that has timely agreed elected to purchase his its full Pro Rata Share Percentage Interest of such the offering of New Securities (a "Purchasing Holder") shall be entitled, by delivering written notice to the Board and the Common Members or Preferred Members within ten (10) days of the failure end of any Nonpurchasing Holder the Offer Period, to purchase such Nonpurchasing Rights Holder's full Pro Rata Share up to all of such offering the Non-purchasing Members’ Percentage Interest of the New Securities (being offered, pro rata on the "Overallotment Notice"). Each Purchasing Holder shall have a basis of the number of Units then held by all such electing Common Members or Preferred Members, as the case may be, with respect to New Preferred Securities, exercising such right of overallotment such that such Purchasing Holder may agree to purchase a portion of remaining New Securities or in such other proportions as they may agree. If there is an over subscription for New Securities by the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a Common Members or Preferred Members, the oversubscribed amount shall be allocated among the fully electing Common Members or Preferred Members, as the case may be, pro rata basis according to based on the relative Pro Rata Shares number of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeUnits held by them.

Procedures. In (i) Pursuant to Section 3.02 of the event Lease, so long as no Default, Event of Default, Non-Performance Event or Environmental Trigger shall have occurred and be continuing at the time the Lessee delivers the Extension Request and such request is timely made pursuant to Section 3.02 of the Lease, the Lessee may request that the Company proposes to undertake an issuance of New SecuritiesLessor, it shall give to each Rights Holder written notice of its intention to issue New Securities the Agent and the Holders extend the Lease and the related financing by the Holders for the Extension Term (such request by the Lessee is herein called the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment NoticeExtension Request"). Each Purchasing Holder shall have thirty (30) days from receipt of such request to inform the Agent whether such Holder, in its sole and absolute discretion, agrees to the Extension Request. Failure of any such Holder to indicate its acceptance or rejection by such time shall be deemed to constitute such Holder's rejection thereof. If any Holder (a right of overallotment such that such Purchasing Holder may agree "Non-Accepting Holder") rejects (or is deemed to purchase a portion have rejected) the Extension Term, the Agent, at the request of the Nonpurchasing Holders' unpurchased Pro Rata Shares of Lessee, shall have the right to cause such offering on Non-Accepting Holder to transfer its interests under the Operative Documents to any other Holder that has agreed to the Extension Term or to a replacement Holder which would be an Eligible Assignee hereunder. Existing Holders shall be offered the right, but shall not be required, to acquire a pro rata basis according share of the Non-Accepting Holders' interests. Any such transfer shall be made pursuant to an Assignment and Assumption executed by the Non-Accepting Holder and the Assignee. The date of transfer shall be the then-existing Maturity Date. If any Holder rejects the Extension Request and the Agent has been unable to locate a transferee of such Holder's or Holders' interests under the Operative Documents at least one hundred twenty (120) days prior to the relative Pro Rata Shares then-existing Maturity Date, the date of the Purchasing Rights Holders, 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 the Lessor's interest in the Properties under the Lease. (ii) If the Lessee shall have made the Extension Request and at any time within five during the sixty (560) days after receiving day period ending on the Overallotment Noticecommencement date of the Extension Term, an Event of Default shall have occurred, then the Lessee's rights under this Section shall automatically terminate and the Lessee shall not be entitled to the requested Extension Term.

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

Procedures. In (a) The purchase and sale of the event that Securities pursuant to a Put Right shall be consummated on a date selected by the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms Charter Member upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving at least 5 Business Days' prior written notice to the Company and stating therein Holders, which date in no event shall be later than the quantity of New Securities to be purchased date 180 days after the Put Notice Date (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 the "Nonpurchasing HolderPUT CLOSING DATE"), then such Nonpurchasing PROVIDED that if on the Put Closing Date the Fair Market Value shall not have been determined, the Put Closing Date shall be the date 5 Business Day's after the date on which the Fair Market Value shall have been determined. On the Put Closing Date, the Charter Member shall purchase from each Holder, and each Holder shall forfeit sell to 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 Charter Member, all of the failure Securities owned by such Holder: (i) in the case of each Unit and Warrant Unit so purchased, at a purchase price equal to the Price Per Unit as of the Put Notice Date; and (ii) in the case of any Nonpurchasing Holder Warrants owned by such Holder, at a purchase price (which shall not be less than zero) equal to purchase such Nonpurchasing Rights Holder's full Pro Rata Share (A) the product of such offering of New Securities (1) the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion Price Per Unit as of the Nonpurchasing Holders' unpurchased Pro Rata Shares Put Notice Date and (2) the Unit Exercisable Amount for such Holder as of such offering on a pro rata basis according the Put Notice Date, MINUS (B) an amount equal to the relative Pro Rata Shares aggregate Exercise Price as of the Purchasing Rights HoldersPut Notice Date for such Unit Exercisable Amount. Payment of the purchase price for the Securities so purchased by the Charter Member shall be made by wire transfer in immediately available funds. (b) If the Charter Member shall not purchase some or all of the Securities as required and in accordance with this Section 4 for any reason, then the Price Per Unit with respect to such unpurchased Securities shall become an accruing liability of the Charter Member with interest thereon commencing on the Put Closing Date through the date on which the related Securities are purchased by the Charter Member at any time within five a rate per annum equal to the Prime Rate PLUS 2%, compounded quarterly. (5c) days after receiving The calculations under this Section 4, other than with respect to the Overallotment Noticedetermination of Fair Market Value, shall be made by the Issuer in good faith and in a commercially reasonable manner.

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

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

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

Procedures. In (i) Subject to clause (ii) below, each Elective Redemption of IBG Holdings Shares shall be effected in accordance with the event IBG Holdings Operating Agreement. (ii) Except as otherwise provided in this clause (ii), each IBG Holdings Member who shall be entitled to cause the redemption of such IBG Holdings Member’s IBG Holdings Shares (or portion thereof) so redeemable in accordance with Section 4.1(a) hereto (an “Electing Member”) shall prepare and deliver to IBG Holdings and IBGI a written request in the form attached hereto as Exhibit C signed by such Electing Member (A) stating the number of IBG Holdings Shares that such Electing Member desires to have redeemed and (B) certifying that such Electing Member is entitled to cause the Company proposes redemption of the IBG Holdings Shares specified by such Electing Member and that such Electing Member is the beneficial owner of such IBG Holdings Shares (each such request, a “Redemption Request”). A properly completed Redemption Request must be delivered to undertake an issuance IBG Holdings and IBGI not less than 60 days or more than 90 days prior to the General Redemption Date on which such Electing Member desires to effect the Elective Redemptions in accordance with this Section 4.1. Once delivered, a Redemption Request shall be irrevocable. (iii) Upon receipt of New Securitiesall Redemption Requests relating to a given General Redemption Date, it subject to Section 4.3(c), IBGI shall give use its commercially reasonable efforts to each Rights Holder written notice consummate a Public Offering of its intention a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to issue New Securities the aggregate number of IBG Holdings Shares specified in such Redemption Requests. Upon consummation of such Public Offering, IBGI shall purchase from IBG Holdings that number of IBG LLC Shares equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests at a purchase price per share equal to the offering price per share of Common Stock in such Public Offering minus any applicable underwriting discounts or placement agency fees (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share“Public Offering Redemption Price”). 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 IBG LLC shall forfeit bear 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 costs of the failure of any Nonpurchasing Holder to purchase Public Offering other than (i) underwriting discounts or placement agency fees, which effectively shall be borne by the IBG Holdings Members making such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities Redemption Requests and (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion ii) legal fees and expenses of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeselling IBG Holdings Members.

Procedures. In the event that (a) If the Company proposes to undertake an issuance of New SecuritiesSecurities (other than the Initial Rights Offering, the transactions contemplated by the Securities Purchase Agreement or any Follow On Rights Offering), it shall give to each Rights Holder written notice to the Stockholder of its intention to issue New Securities (the "“ROFO Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder The Stockholder (or its designee) shall have ten (10) 15 days from the date of mailing receipt of any such ROFO Notice to agree in writing to purchase such Rights Holder's up to the Stockholder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the ROFO Notice by giving written notice to the Company and stating therein in such notice the quantity of New Securities to be purchased (not to exceed such Rights Holder's the Stockholder’s Pro Rata Share). . (b) If any Rights Holder the Stockholder (or its designee) fails to so agree in writing provide such written notice within such ten (10) 15 day period or provides written notice that it elects not to purchase such Rights Holder's full Pro Rata Share all or any portion of an offering the New Securities, then the Company shall have 90 days from the expiration of the periods set forth above to sell all or any New Securities (that were not agreed to be purchased by the Stockholder, at a "Nonpurchasing Holder")price not less than, then such Nonpurchasing Holder shall forfeit and upon terms not materially more favorable to the right hereunder to purchase that part of his Pro Rata Share purchasers of such New Securities that he did than, specified in the ROFO Notice. If the Company has not so agree to purchase issued and sold such New Securities within such period, then after such period the Company shall promptly give each Rights Holder who has timely agreed not issue or sell any New Securities without again first complying with this ARTICLE IX. (c) If the Stockholder (or its designee) provides written notice within such 15 day period that it elects to purchase his full Pro Rata Share any or all of such offering the New Securities, then the Company and the Stockholder (or its designee) shall promptly thereafter proceed to consummate the sale or issuance of New Securities by the Company to the Stockholder (or its designee) on the terms set forth in the ROFO Notice. The Company and its board of directors shall also take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under the Rights Agreement or any other rights agreement) or other similar anti-takeover provision under the Company’s charter, bylaws or similar charter documents or the laws of its state of incorporation that is or could become applicable to the Company as a "Purchasing Holder") written notice result of the failure of Company and the Stockholder (or its designee) consummating any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering sale or issuance of New Securities by the Company to the Stockholder (the "Overallotment Notice"or its designee). Each Purchasing Holder shall have a right of overallotment Any 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 sale or issuance to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five Stockholder (5or its designee) days after receiving the Overallotment Noticeshall be subject to compliance with applicable federal and state securities laws.

Procedures. In (a) After the event that Initial Date of Original Issue, the Company proposes to undertake an issuance of New Securities, it Fund shall give to each Rights Holder the Placement Agent and the Insurer written notice notice, substantially in the form of Exhibit B hereto (a "Notice of Issuance"), of its intention to issue New Securities sell one or more series of Preferred Shares (the "NoticeOffered Preferred Shares") no less than thirty days prior to the proposed Marketing Commencement Date (as hereinafter defined), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Notice of Issuance shall have ten state (10i) days the proposed Date of Original Issue for such Offered Preferred Shares and (ii) the number of Offered Preferred Shares to be issued, which in any event shall not be less than 1,200 shares nor more than 6,000 shares. (i) Subject to the satisfaction of the conditions set forth in Section 3(c) hereof, the Placement Agent shall be obligated to use its best efforts to secure subscriptions to purchase Offered Preferred Shares pursuant to Section 1 hereof during the period (the "Marketing Period") commencing on the seventh business day (each a "Marketing Commencement Date") prior to the Date of Original Issue for such Offered Preferred Shares and ending on the second business day prior to such Date of Original Issue. The Fund reserves the right, in its sole discretion, to suspend the solicitation of subscriptions for Offered Preferred Shares during any Marketing Period. Upon the receipt of written notice from the Fund, the Placement Agent will suspend solicitation of subscriptions for Offered Preferred Shares during such Marketing Period until such time as the Fund has advised the Placement Agent that such solicitation may be resumed. (ii) If (A) the Fund suspends the solicitation of subscriptions for Offered Preferred Shares during any Marketing Period and then advises the Placement Agent that it may resume soliciting subscriptions for such Offered Preferred Shares or (B) the Placement Agent is not obligated to solicit subscriptions to buy Offered Preferred Shares pursuant to Section 1 hereof during any Marketing Period or to purchase Offered Preferred Shares pursuant to Section 5(a) hereof on the proposed Date of Original Issue therefor as a result of the occurrence of an event described in Section 7(o) hereof, (1) any further obligation of the Placement Agent to solicit subscriptions for such Offered Preferred Shares shall be subject to the satisfaction of the conditions set forth in Section 3(c) hereof on the date the Fund requests the Placement Agent to resume soliciting such subscriptions or on the date of mailing the cessation of the event described in Section 7(o) hereof, as the case may be, (2) the Date of Original Issue for such Offered Preferred Shares shall be postponed to a date agreed upon by the Fund and the Placement Agent that is at least seven full business days after the resumption of solicitation or the cessation of the event described in Section 7(o) hereof, as the case may be, (3) the Marketing Period for such Offered Preferred Shares shall recommence on the date described in clause (1) above and shall end on the second business day prior to such Date of Original Issue and (4) the Fund shall make any changes that in the opinion of counsel for the Fund or counsel for the Placement Agent may be necessary in the preliminary Offering Circular with respect to such Notice Offered Preferred Shares to agree in writing reflect such changes. (c) The obligation of the Placement Agent to purchase solicit subscriptions for Offered Preferred Shares during any Marketing Period therefor will be subject to the accuracy on and as of the related Marketing Commencement Date of the representations and warranties of the Fund and Investment Manager contained herein, to the performance by the Fund and the Investment Manager of all of their respective obligations required to be performed hereunder on or prior to such Rights Holder's Pro Rata Share Marketing Commencement Date and to each of the following additional terms and conditions: (i) No stop order suspending the sale of such New Securities Offered Preferred Shares in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened; (ii) The Fund shall have prepared and delivered to the price Placement Agent copies of a preliminary Offering Circular with respect to such Offered Preferred Shares, consisting of the Initial Offering Circular, amended or supplemented in a manner satisfactory to the Placement Agent to include the following information: (A) the number of such Offered Preferred Shares being offered, the initial Auction Date for such Offered Preferred Shares and upon the general terms specified number of Rate Period Days in the Notice by giving written notice initial Rate Period therefor which in no event shall exceed 28 Rate Period Days without the consent of the Placement Agent; (B) all information with respect to the Company Insurer contained in any documents filed by Ambac Financial Group with the Securities 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 Exchange Commission (the "Overallotment NoticeCommission") pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the date of the Initial Offering Circular; (C) all financial and statistical information with respect to the Insurer contained in such preliminary Offering Circular under the heading "Capitalization of the Company--Ambac" as of the end of a fiscal year of the Insurer ending less than one year and ninety days before the last day of such Marketing Period and, if the last day of such Marketing Period will be more than 160 days after the end of such fiscal year (155 days, in the case of the fiscal year ending December 31, 2005), all financial and statistical information with respect to the Insurer contained in such preliminary Offering Circular under the heading "Capitalization of the Company--Ambac and the Money Markets Preferred Shares Policy" presented as of the end of a fiscal quarter of the Insurer ending less than 160 days (or 155 days, in the case of the fiscal year ending December 31, 2005) before the last day of such Marketing Period; and (D) all information contained in the most recent annual and semi-annual reports filed by the Fund with the Commission pursuant to the 1940 Act since the date of the Initial Offering Circular, and all financial statements (excluding, in each case, any summary or schedule of the assets of the Fund included therewith) provided to the Lenders pursuant to Section 6.1.2 of the Credit Agreement, including, without limitation, the following: (1) if such Marketing Commencement Date is during the period commencing on November 30, 2004 to but excluding March 31, 2005, an unaudited consolidated balance sheet of the Fund as of September 30, 2004 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter ending September 30, 2004 and the period from the Initial Date of Original Issue to September 30, 2004 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (2) if such Marketing Commencement Date is during the period commencing on March 31, 2005 to but excluding May 31, 2005, (x) an audited consolidated balance sheet of the Fund as of December 31, 2004 and the related audited consolidated statements of operations, members' equity and cash flows for the period from the Initial Date of Original Issue to December 31, 2004 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (y) the information contained in the Fund's annual report for the period from the Initial Date of Original Issue to December 31, 2004 filed by the Fund with the Commission; (3) if such Marketing Commencement Date is during the period commencing on May 31, 2005 to but excluding August 31, 2005, (x) the audited financial statements and information from the Fund's annual report described in paragraph (2) above and (y) an unaudited consolidated balance sheet of the Fund as of March 31, 2005 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter ending March 31, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (4) if such Marketing Commencement Date is during the period commencing on August 31, 2005 to but excluding November 30, 2005, (x) the audited financial statements described in paragraph (2) above, (y) an unaudited consolidated balance sheet of the Fund as of June 30, 2005 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter and the portion of the year ending June 30, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (z) the information contained in the Fund's semi-annual report for the six months ending June 30, 2005 filed by the Fund with the Commission; (5) if such Marketing Commencement Date is during the period commencing on November 30, 2005 to but excluding March 31, 2006, (x) the audited financial statements described in paragraph (2) above, (y) the information from the Fund's semi- annual report described in paragraph (4) above and (z) an unaudited consolidated balance sheet of the Fund as of September 30, 2005 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter and the portion of the year ending September 30, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (6) if such Marketing Commencement Date is during the period commencing on March 31, 2006 to but excluding May 31, 2006, (x) an audited consolidated balance sheet of the Fund as of December 31, 2005 and the related audited consolidated statements of operations, members' equity and cash flows for the year ending December 31, 2005 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement and (y) the information contained in the Fund's annual report for the year ending December 31, 2005 filed by the Fund with the Commission; and (7) if such Marketing Commencement Date is during the period commencing on May 31, 2006 to but excluding July 1, 2006, (x) the audited financial statements and information from the Fund's annual report described in paragraph (6) above and (y) an unaudited consolidated balance sheet of the Fund as of March 31, 2006 and the related unaudited consolidated statements of operations, members' equity and cash flows for the quarter ending March 31, 2006 furnished by the Fund to the Lenders pursuant to Section 6.1.2 of the Credit Agreement; (iii) The Placement Agent shall not have discovered and disclosed to the Fund during or prior to the commencement of such Marketing Period that such preliminary Offering Circular or any amendment or supplement thereto contains an untrue statement of a fact which, in the reasonable opinion of the Placement Agent, is material or omits to state any fact which, in the reasonable opinion of the Placement Agent, is material and is required to be stated therein or is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) The Placement Agent shall have received a certificate on such Marketing Commencement Date signed by any Vice President, Treasurer or Assistant Treasurer of the Insurer, dated such Marketing Commencement Date, in which such officer consents to the inclusion of the information under the heading "Capitalization of the Company--Ambac" in such preliminary Offering Circular (the "Insurer's Information") and certifies that the Insurer's Information as of such Marketing Commencement Date is true and correct in all material respects and does not include any untrue statement of a material fact; and (v) If such preliminary Offering Circular contains financial data with respect to the Fund, the Placement Agent shall have received a letter from the certified independent accountants of the Fund, addressed to the Placement Agent, dated the Marketing Commencement Date, in form and substance acceptable to the Placement Agent (A) confirming that they are independent public accountants with respect to the Fund within the meaning of Rule 101 of the Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (B) stating, as of the Marketing Commencement Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in such preliminary Offering Circular, as of a date not more than five days prior to the Marketing Commencement Date), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings. (d) The Placement Agent will set the initial dividend rate on each series of Offered Preferred Shares on the second business day prior to the Date of Original Issue for such series or on such other business day as shall be agreed upon by the Placement Agent and the Fund (the "Pricing Date"). Each Purchasing Holder If, on the Pricing Date for any series of Offered Preferred Shares, the Placement Agent shall have a right of overallotment such that such Purchasing Holder may agree not solicited Prospective Purchasers to purchase a portion all of the Nonpurchasing Holders' unpurchased Pro Rata Shares shares of such offering series on a pro rata basis according the Date of Original Issue for such series, the dividend rate for the initial Rate Period for such series will equal the Maximum Rate for such Rate Period. On the Pricing Date for each series of Offered Preferred Shares, the Fund will prepare and provide copies to the relative Pro Rata Shares Placement Agent of an Offering Circular, dated such Pricing Date, consisting of the Purchasing Rights Holders, at any time within five (5) days after receiving preliminary Offering Circular with respect to such series of Offered Preferred Shares as of such Pricing Date and including the Overallotment Noticeinitial dividend rate on such series of Offered Preferred Shares with such additional changes as shall be consented to by the Placement Agent.

Procedures. Conversion of this Note may be effected by the Holder upon the surrender to the Company at the principal office of the Company or at the office of any agent or agents of the Company, as may be designated by the Company, of the Note to be converted accompanied by a written notice stating that such Holder elects to convert the entire Face Amount of such Note in accordance with the provisions of this Section 2 and specifying the name or names in which such Holder wishes the certificate or certificates for Common Stock to be issued. In case such notice shall specify a name or names other than that of such Holder, such notice shall be accompanied by payment of all transfer Taxes payable upon the event issuance of Common Stock in such name or names and an opinion of counsel satisfactory to the Company that the transfer of the Note may be made without registration under the Securities Act or any applicable state securities laws. Other than such Taxes for transfers to other Persons, the Company proposes will pay any and all issue and other Taxes (other than Taxes based on income) that may be payable in respect of any issue or delivery of Common Stock on conversion of the Note pursuant hereto. As promptly as practicable, after the surrender of such Note and the receipt of such notice relating thereto and, if applicable, payment of all transfer Taxes for transfers to undertake an issuance other Persons (or the demonstration to the satisfaction of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"Company that 2 3 such Taxes have been paid), describing the type Company shall deliver or cause to be delivered certificates representing the number of New Securities validly issued, fully paid and the price and the general terms upon nonassessable Common Stock to which the Company proposes Holder of the Note being converted shall be entitled as the Conversion Amount. Such conversion shall be deemed to issue such New Securities. Each Rights Holder shall have ten (10) days from been made at the close of business on the date of mailing of any giving such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share notice and of such New Securities surrender of the Note to be converted so that the rights of the Holder thereof as to the amount being converted shall cease except for the price right to receive shares of Common Stock in accordance herewith, and the Person entitled to receive the Common Stock shall be treated for all purposes as having become the record holder of such Common Stock at such time. The Company shall not be required to convert, and no surrender of the Note shall be effective for that purpose, while the transfer books of the Company for the Common Stock are closed for any purpose (but not for any period in excess of ten calendar days); but the surrender of the Note for conversion during any period while such books are so closed shall become effective for conversion immediately upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share reopening of such New Securities that he did not so agree to purchase books, as if the conversion had been made on the date such Note was surrendered, and at the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share Conversion Ratio in effect on the date of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticesurrender.

Procedures. In (a) No later than two years following (i) the event closing date of the acquisition of any Tangible Asset or group of Tangible Assets, or (ii) the date on which a capital improvement of any Tangible Asset or group of Tangible Assets is first put into commercial service following completion of construction and testing, as applicable, TMG shall notify the General Partner that the Company proposes Partnership will have a one-year opportunity to undertake an issuance purchase the Tangible Asset or group of New SecuritiesTangible Assets. The General Partner shall notify TMG in writing during such one-year period that either (A) the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to pursue the opportunity, in which case the TMG Entities may own, operate or Transfer the Tangible Asset or group of Tangible Assets without any further obligation to offer the Tangible Asset or group of Tangible Assets to the Partnership (including pursuant to Article VI), or (B) the General Partner has elected to cause a Partnership Group Member to pursue the opportunity. If during such one-year period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to pursue the opportunity, within 45 days after such notification TMG shall give submit a term sheet (a "Term Sheet") to each Rights Holder written notice the General Partner containing the fundamental terms (other than purchase price and in accordance with the requirements of its intention the Indenture, if applicable) on which it would be willing to issue New Securities sell (or to cause another TMG Entity to sell) the Tangible Asset or group of Tangible Assets, including any proposed commitments from the TMG Entities, if any. (b) Within 45 days after delivery of the Term Sheet, the General Partner shall determine, on behalf of the Partnership and with the concurrence of the Conflicts Committee, whether it wishes to cause a Partnership Group Member to acquire the Tangible Asset or group of Tangible Assets and submit to TMG the cash purchase price (the "NoticeProposed Price") it is willing to cause the Partnership Group Member to pay for the Tangible Asset or group of Tangible Assets and that would satisfy the requirements of the Indenture, if applicable. If the General Partner either (i) fails to respond to the Term Sheet within 45 days of TMG's delivery thereof or (ii) rejects, with the concurrence of the Conflicts Committee, the opportunity, then the TMG Entities may own, operate or Transfer the Tangible Asset or group of Tangible Assets without any further obligation to offer the Tangible Asset or group of Tangible Assets to the Partnership (including pursuant to Article VI). If the General Partner submits a Proposed Price, describing the type of New Securities TMG and the price Conflicts Committee shall negotiate the terms of the purchase and sale in good faith for 60 days. If TMG and the general Conflicts Committee are unable to agree on such terms upon which during such 60-day period, TMG may attempt to sell the Company proposes Tangible Asset or group of Tangible Assets to issue a person who is not an Affiliate of TMG within six months of the termination of such New Securities60-day period at a purchase price, as determined by written resolution of the Board of Directors of TMG, not less than 105% of the Proposed Price. Each Rights Holder If no sale to a non-Affiliate occurs within such six-month period, the General Partner shall have ten the right (10but not the obligation) days from to cause, on behalf of the date Partnership and with the concurrence of mailing of any such Notice to agree in writing the Conflicts Committee, a Partnership Group Member to purchase such Rights Holder's Pro Rata Share the Tangible Asset or group of such New Securities for Tangible Assets at the price Proposed Price and upon on the general other fundamental terms specified in the Notice by giving written notice Term Sheet provided to the Company General Partner pursuant to Section 2.3(a) with respect to the Tangible Asset or group of Tangible Assets. The General Partner shall notify TMG of its intent to cause a Partnership Group Member to purchase the Tangible Asset or group of Tangible Assets at the Proposed Price, and stating therein on the quantity other fundamental terms specified in the Term Sheet provided to the General Partner pursuant to Section 2.3(a) with respect to the Tangible Asset or group of New Securities Tangible Assets, within 45 days of the expiration of such six-month period or such earlier date on which TMG notifies the General Partner that it will no longer pursue a sale to be purchased (not to exceed such Rights Holder's Pro Rata Share)a non-Affiliate. If any Rights Holder the General Partner either (A) fails to so agree in writing respond within such ten (10) 45-day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities or (a "Nonpurchasing Holder")B) rejects the opportunity, then such Nonpurchasing Holder shall forfeit the right hereunder TMG Entities may own, operate or Transfer the Tangible Asset or group of Tangible Assets without any further obligation to purchase that part offer the Tangible Asset or group of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according Tangible Assets to the relative Pro Rata Shares Partnership (including pursuant to Article VI). (c) If requested by the General Partner, TMG shall use commercially reasonable efforts to obtain financial statements with respect to any Tangible Asset or group of Tangible Assets purchased by a Partnership Group Member as required under Regulation S-X promulgated by the Purchasing Rights Holders, at Securities and Exchange Commission or any time within five (5) days after receiving the Overallotment Noticesuccessor statute.

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

Procedures. In If Lessee elects option (b), Lessee shall use its best efforts throughout the event that Sales Period to obtain a purchaser or purchasers for the Company proposes Units which are not Schedule II-2 affiliated in any way with Lessee. Owner Trustee may direct Lessee to undertake an issuance hire and pay for sales agents as directed by Owner Participant. Except as otherwise provided below, any sale by Lessee shall be for the highest cash bid submitted to Lessee, including any bid submitted by Owner Trustee or any Owner Participant. The determination of New Securitiesthe highest bid shall be made by Owner Trustee with the consent of the Owner Participant at the end of the Sales Period, it except as otherwise provided below. Owner Trustee may accept any bid solicited by Lessee or its agent, in which case Lessee agrees to maintain the Units in accordance with the condition herein provided. Neither Owner Trustee nor any Owner Participant shall give have any responsibility for procuring any purchaser. If, nevertheless, Owner Trustee or any Owner Participant undertakes any sales efforts, Lessee shall promptly reimburse Owner Trustee or such Owner Participant for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. To facilitate the sale of the Units and to each Rights Holder written notice assure the best possible sales price for the Units, Lessee, at its expense, shall do, at least, all of the following (which, shall be in addition to, and not in limitation of, Lessee's obligations under the Lease, including, without limitation, its intention obligations to issue New Securities insure the Units and make rental payments). By the last day of the first calendar month after the commencement of the Sales Period (the "NoticeRedelivery Period"), describing Lessee at its expense, (i) shall have removed all of the Units from service in the Lessee's business, (ii) shall have tested all of the Units to ensure that they comply with the requirements of Annex III, and (iii) shall have certified to each Owner Participant and Owner Trustee that the Units at that time comply with such requirements. Lessee shall maintain the Units in the condition required by Section 4 during the Sales Period and thereafter until such Units are returned pursuant hereto. Lessee shall allow and pay for unlimited inspection of telemetry logs and other records and testing by potential purchasers, Owner Trustee and any Owner Participant, and shall pay the travel costs for all inspectors and testers, as well as any fees charged by governmental or industry testing agencies and testing companies. Lessee shall promptly provide any information, records or computer printouts (other than U.S. Government classified information) requested by Owner Trustee, any Owner Participant or potential purchasers, including records of all maintenance of or repair to each Unit prior to or during the term of the Lease and original manufacturers' operating specifications. Lessee shall be responsible for all costs of sale and in order to facilitate a sale shall provide, or cause to be provided, at Lessee's expense, such equipment and ancillary facility configurations, repairs, corrections and modifications as shall be necessary or desirable to Owner Trustee, any Owner Participant or any purchaser. If requested, Lessee shall provide financing to one or more qualified creditworthy purchasers at a rate not higher than the purchasers' standard commercial borrowing rates and on standard terms and conditions to enable the purchasers to purchase the Units and pay cash to the Owner Trustee. On behalf of purchasers, Lessee, at its expense, shall continue to maintain and insure Units until the purchaser's revenue start date, as indicated by the purchaser. Lessee shall inspect and certify that each Unit at the date the Lease terminates meets all such requirements and all requirements of the Lease. During the last year of Schedule II-3 the term of the Lease, Lessee shall not acquire, by purchase, lease or otherwise, and shall prevent any person or entity directly or indirectly controlling, controlled by or in common control with Lessee from acquiring, by purchase, lease or otherwise, more units (or the use of more units) of a type or types similar to the Units unless and only to the extent that Lessee is properly compelled by a court of New Securities competent jurisdiction to do so (and Lessee acknowledges and agrees that the price Owner Participants may be unwilling to make the Units available to Lessee for such purposes). Lessee shall warrant to Owner Trustee, Owner Participants and any purchaser absolutely and without condition that the general terms Units will be in the condition described in Annex III to this Schedule upon their sale to such purchaser, and that the Units will operate in accordance with their original manufacturers' specifications for at least a period equal to 12 years minus the Term. In addition, Lessee shall warrant to Owner Participants and any purchaser that the fuel on the satellite in which the Company proposes Units are contained is sufficient to issue provide for a geosynchronous orbit of such New Securitiessatellite at its orbital position of 123(0) West Longitude (or such other orbital slot as the Federal Communications Commission has approved or required) for at least a period equal to 12 years minus the Term. Each Rights Holder Lessee shall have ten provide access to the Units for purchasers and Owner Participants, including codes and encryption devices, and take all actions within Lessee's power to cause to be transferred to such purchaser all permits, licenses or other rights or privileges necessary to operate the Units, including but not limited to any Federal Communications Commission position, operating or frequency licenses. If (10x) days from option (b) is in effect at the date end of mailing the Term but Lessee has been unable to sell a Unit to an unaffiliated person during the Sales Period and (y) the total amount paid by Lessee to Owner Trustee (including any proceeds of sales of Units) pursuant to option (b) at the end of the Lease term is less than the amount specified in option (a), at the option of the Owner Trustee, the absolute title to each unsold Unit at the end of the Term shall vest in Owner Trustee, free and clear of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share rights of such New Securities for the price redemption or other rights of Lessee, and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights HoldersLessee shall, at Lessee's expense, if requested by Owner Trustee or Owner Participants, do any time within five (5) days after receiving the Overallotment Noticefurther acts and execute, acknowledge, deliver, file, register and record any further documents which Owner Trustee or any Owner Participant may reasonably request in order to establish and confirm Owner Trustee's or such Owner Participant's title and rights.

Procedures. In the event that the The Company proposes to undertake an issuance of New Securities, it shall will give to each Rights Holder GICRE written notice (a “Large Issuance Notice”) of its intention to issue New Securities Common Stock in a Large Issuance as soon as practicable, but in no event later than the time authorization for such Large Issuance is granted by the Board. The Large Issuance Notice shall describe the price (the "Notice"or range of prices), describing the type anticipated number of shares of New Securities Common Stock to be issued, timing and other material terms of the price and Large Issuance, as well as the general terms upon which number of shares of New Common Stock that GICRE is entitled to purchase pursuant to the Company proposes to issue such New SecuritiesLarge Issuance Top Up Right. Each Rights Holder shall GICRE will have ten (10) days Business Days from the date of mailing of any such the Large Issuance Notice to agree advise the Company in writing (a “Large Issuance Exercise Notice”) that it intends to purchase such Rights Holder's Pro Rata Share exercise its Large Issuance Top Up Right and the applicable number of shares of New Common Stock it determines to acquire. Subject to Section 2.3 below, a Large Issuance Top Up Right may be exercised in whole or in part. If GICRE delivers a Large Issuance Exercise Notice with respect to a Large Issuance, then closing for GICRE’s Large Issuance Top Up Right will be contingent upon, and will take place simultaneously with, or as soon as practicable after, the closing of such New Securities for the price and upon the general terms specified in the Large Issuance. Failure by GICRE to deliver a Large Issuance Exercise 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 Business Days from the date of delivery of the Large Issuance Notice shall be deemed a waiver of GICRE’s Large Issuance Top Up Right with respect to purchase such Rights Holder's full Pro Rata Share Large Issuance. GICRE agrees that it will, and will cause each member of the Stockholder Group to, maintain the confidentiality of any information included in any Large Issuance Notice delivered by the Company unless otherwise required by law or subpoena. GICRE acknowledges that information included in any Large Issuance Notice may constitute material non-public information and effecting an offering acquisition or disposition of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share any Company securities while in possession 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 material non-public information may constitute a violation of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeapplicable U.S. federal securities laws.

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

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

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

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

Procedures. In the event that (a) If the Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice to Investor of its intention to issue New Securities (the "“ROFO Notice"”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Investor (or its designee) shall have ten (10) 15 days from the date of mailing receipt of any such ROFO Notice to agree in writing to purchase such Rights Holder's up to Investor’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the ROFO Notice by giving written notice to the Company and stating therein in such notice the quantity of New Securities to be purchased (not to exceed such Rights Holder's Investor’s Pro Rata Share). . (b) If any Rights Holder Investor (or its designee) fails to so agree in writing provide such written notice within such ten (10) 15 day period or provides written notice that it elects not to purchase such Rights Holder's full Pro Rata Share all or any portion of an offering the New Securities, then the Company shall have 90 days from the expiration of the periods set forth above to sell all or any New Securities (that were not agreed to be purchased by Investor, at a "Nonpurchasing Holder")price not less than, then such Nonpurchasing Holder shall forfeit and upon terms not materially more favorable to the right hereunder to purchase that part of his Pro Rata Share purchasers of such New Securities that he did than, specified in the ROFO Notice. If the Company has not so agree to purchase issued and sold such New Securities within such period, then after such period the Company shall promptly give each Rights Holder who has timely agreed not issue or sell any New Securities without again first complying with this Section 3. (c) If Investor (or its designee) provides written notice within such 15 day period that it elects to purchase his full Pro Rata Share any or all of such offering the New Securities, then the Company and Investor (or its designee) shall promptly thereafter proceed to consummate the sale or issuance of New Securities by the Company to Investor (or its designee) on the terms set forth in the ROFO Notice. The Company and its board of directors shall also take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a "Purchasing Holder"rights agreement) written notice or other similar anti-takeover provision under the Company’s charter, bylaws or similar charter documents or the laws of its state of incorporation that is or could become applicable to the Company as a result of the failure of Company and Investor (or its designee) consummating any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering sale or issuance of New Securities by the Company to Investor (the "Overallotment Notice"or its designee). Each Purchasing Holder Any such sale or issuance to Investor (or its designee) shall have a right of overallotment such that such Purchasing Holder may agree be subject to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticecompliance with applicable federal and state securities laws.

Procedures. In the event that the (a) The Company proposes to undertake an issuance of New Securities, it shall give to inform each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree Purchaser in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) Business Days of the occurrence of any Company Equity Financing. (b) Any applicable Purchaser shall inform the Company in writing within five (5) Business Days of the occurrence of any Liquidity Event. In the event that a Purchaser fails to inform the Company of a Liquidity Event within such timeframe, such Purchaser shall surrender its right to exercise a Liquidity Event Put Right with respect to such Liquidity Event. (c) If a Purchaser desires to sell any of the Purchased Shares pursuant to Section 5.1 or 5.2, the Purchaser shall within thirty (30) days after receiving of the Overallotment occurrence of the relevant Put Event deliver to the Company (A) a written notice (the “Put Exercise Notice”) exercising such applicable Put Right and specifying the number of Purchased Shares to be sold (the “Put Shares”) by such Purchaser and (B) a certificate signed by a duly authorized officer of Agent, on behalf of such Purchaser, stating that (i) a Liquidity Event or Co-Sale Event, as the case may be, has occurred with respect to such Purchaser, (ii) such Purchaser has full right, title and interest in and to such Put Shares, (iii) such Purchaser has all the necessary power and authority and has taken all necessary action to sell such Put Shares as contemplated by this ARTICLE V and (iv) such Put Shares are free and clear of any and all Liens. Any applicable Purchaser may deliver multiple Put Exercise Notices to the Company so long as such Purchaser continues to hold any Purchased Shares; provided that a Purchaser shall only be permitted to deliver a Put Exercise Notice with respect to any Purchased Shares once per occurrence of any Put Event. (d) Subject to Section 5.4 below, the closing of any sale of Put Shares pursuant to this ARTICLE V shall take place no later than thirty (30) days following receipt by the Company of the Put Exercise Notice; provided that until the Put Right Closing occurs, any applicable Purchaser shall have the right to cancel and rescind the exercise of its Put Right by providing written notice to the Company. The Company shall give any applicable Purchaser at least three (3) days’ prior written notice of the date of closing of the Put Shares (the “Put Right Closing Date”).

Procedures. In The Company shall purchase from a Holder, pursuant to this Article VI, Notes if the event that principal amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Company proposes contemplated pursuant to undertake the provisions of this Article VI shall be consummated by the delivery of the Designated Event Purchase Price to be received by the Holder promptly following the later of the Designated Event Purchase Date or the time of book-entry transfer or delivery of the Notes. The Paying Agent shall promptly notify the Company of the receipt by it of any Designated Event Purchase Notice. On or before 11:00 a.m., New York City time, on the Designated Event Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an issuance Affiliate of New Securitiesthe Company is acting as the Paying Agent, it shall give segregate and hold in trust) cash, sufficient to each Rights Holder written notice pay the aggregate Designated Event Purchase Price of its intention the Notes to issue New Securities (be purchased pursuant to this Article VI. Payment by the "Notice"), describing Paying Agent of the type Designated Event Purchase Price for such Notes shall be made promptly following the later of New Securities the Designated Event Purchase Date and the price time of book-entry transfer or delivery of such Notes. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Designated Event Purchase Price of such Notes on the Designated Event Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the general terms upon which Paying Agent, and all other rights of the Company proposes to issue such New Securities. Each Rights Holder shall have ten terminate (10) days from other than the date right to receive the Designated Event Purchase Price upon delivery or transfer of mailing the Notes). Nothing herein shall preclude the withholding of any such Notice tax required by law or regulations. The Company shall require each Paying Agent (other than the Trustee) to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities that the Paying Agent shall hold in trust for the price benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Designated Event Purchase Price and upon shall notify the general terms specified in the Notice Trustee of any Default by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed in making any such Rights Holder's Pro Rata Share)payment. 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 The Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the cash delivered to the Trustee. All questions as to the validity, eligibility (5including time of receipt) days after receiving and acceptance of any Notes for repurchase shall be determined by the Overallotment NoticeCompany, whose determination shall be final and binding.

Procedures. In (a) If a UDS Entity becomes aware of an opportunity to purchase a Restricted Business, then, as soon as practicable, such UDS Entity shall notify Shamrock GP of such opportunity and deliver to Shamrock GP all information prepared by or on behalf of such UDS Entity relating to such potential purchase. As soon as practicable but in any event within 30 days after receipt of such notification and information, Shamrock GP, on behalf of the MLP, shall notify the UDS Entity that either (i) Shamrock GP, on behalf of the MLP, has elected, with the approval of a majority of the members of the Conflicts Committee, not to cause the MLP to pursue the opportunity to acquire such Restricted Business, or (ii) Shamrock GP, on behalf of the MLP, has elected to cause the MLP to pursue the opportunity to acquire such Restricted Business. If, at any time, Shamrock GP or its Affiliates abandons such opportunity (as evidenced in writing by Shamrock GP or such Affiliates following the request of the UDS Entity), the UDS Entity may pursue such opportunity. Any Restricted Business which is permitted to be purchased by an UDS Entity must be so purchased (i) within 12 months of the time the UDS Entity becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3 and (ii) on terms not materially more favorable to the UDS Entity than were offered to the MLP. If either of these conditions are not satisfied, the opportunity must be reoffered to the MLP. (b) If a UDS Entity acquires a Restricted Business as part of a larger transaction in accordance with the provisions of Section 2.2(d), then, within 30 days after the consummation of such purchase, such UDS Entity shall notify Shamrock GP of such purchase and such UDS Entity shall offer the MLP the opportunity to purchase the Restricted Business constituting a portion of such purchase and deliver to Shamrock GP all information prepared by or on behalf of or in the possession of such UDS Entity relating to the Restricted Business. As soon as practicable but in any event within 30 days after receipt of such notification, Shamrock GP shall notify the UDS Entity that either (i) Shamrock GP, on behalf of the Company proposes MLP, has elected, with the approval of a majority of the members of the Conflicts Committee, not to undertake an issuance cause the MLP to purchase such Restricted Business, in which event the UDS Entity shall be free to continue to engage in such Restricted Business and shall be free to improve and expand such Restricted Business if necessary to maintain existing market share, or (ii) Shamrock GP, on behalf of New Securitiesthe MLP, it has elected to cause the MLP to purchase such Restricted Business, in which event the following procedures shall give be followed: (i) The UDS Entity shall submit a good faith offer to each Rights Holder written notice of its intention Shamrock GP to issue New Securities sell the Restricted Business (the "NoticeOffer")) to any member of the Partnership Group designated by Shamrock GP on the terms and for the consideration stated in the Offer. (ii) The UDS Entity and Shamrock GP shall negotiate in good faith, describing for 120 days after receipt of such Offer by Shamrock GP, the type of New Securities and the price and the general terms upon on which the Company proposes Restricted Business will be sold to issue the MLP. The UDS Entity shall provide all information concerning the business, operations and finances of such New Securities. Each Rights Holder shall have ten Restricted Business as may be reasonably requested by Shamrock GP. (10A) If the UDS Entity and Shamrock GP agree on such terms within 120 days from after receipt by Shamrock GP of the date of mailing of any such Notice Offer, the MLP shall (B) If the UDS Entity and Shamrock GP are unable to agree in writing on the terms of a sale during such 120-day period, the UDS Entity shall attempt to purchase such Rights Holder's Pro Rata Share sell the Restricted Business to a Person that is not an Affiliate of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities UDS Entity (a "Nonpurchasing HolderNonAffiliate Purchaser"), then such Nonpurchasing Holder shall forfeit ) within nine months of the right hereunder to purchase that part of his Pro Rata Share termination of such New Securities that he did 120-day period. Any such sale to a NonAffiliate Purchaser must be for a purchase price, as determined by the board of directors of UDS, 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 less than 95% of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (price last offered by the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeMLP.

Procedures. In (a) The purchase and sale of the event that Warrants and the Company proposes Warrant Stock pursuant to undertake an issuance of New Securities, it a Put Right shall give to each Rights Holder be consummated on a date selected by the Issuer upon at least 10 days' prior written notice to such Holders, which date in no event shall be earlier than the date 5 days, nor later than the date 30 days, after the determination of its intention to issue New Securities Fair Market Value (the "Put Closing Date"). On the Put Closing Date, the Issuer shall purchase from the Holders which have given such Put Notice, and each such Holder shall sell to the Issuer, the Warrants and/or the Warrant Stock specified in such Put Notice: (i) in the case of Warrant Stock so purchased, at a purchase price equal to the Put Price Per Unit as of the Put Notice Date; and (ii) in the case of each Warrant, at a purchase price equal to (A) the product of (1) the Put Price Per Unit as of the Put Notice Date and (2) the number of shares of Warrant Stock for which such Warrant is exercisable as of the Put Notice Date, minus (B) an amount equal to the aggregate Exercise Price as of the Put Notice Date for such number of shares of Warrant Stock. Payment of the purchase price for the Warrants and/or the Warrant Stock so purchased by the Issuer shall be made by wire transfer in immediately available funds. (b) If the Issuer is prohibited from purchasing all Warrants and Warrant Stock put to it pursuant to a Put Notice because (i) of the existence of a contractual restriction or (ii) the Issuer does not have sufficient funds legally available therefor under applicable law, then the Issuer shall give notice (a "Put Response Notice")) to each Holder which has delivered such Put Notice of (x) the reason that it is unable to purchase all Warrants and Warrant Stock put to it pursuant to a Put Notice, describing including (1) if due to a deficiency, the type computation thereof, and/or (2) if due to such a contractual restriction, the nature of New Securities the provisions which have been or would be breached and if such provisions are financial covenants, a computation of the price amounts or ratios setting forth the deficiencies with respect to such covenants, and (y) the general terms upon aggregate amount of such Warrants and Warrant Stock, if any, which it will be able to purchase, which Put Response Notice shall be delivered within 10 days of the Company proposes determination of Fair Market Value and shall be given together with the notice of the Put Closing Date, if any, given by the Issuer pursuant to issue such New Securitiesthe first sentence of Section 10.02 (a) if a Put Response is delivered. Each Rights such Holder shall have ten the right to withdraw its Put Notice by delivering a notice (10a "Put Withdrawal Notice") days from to the date of mailing of Issuer at any such Notice time prior to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified Put Closing Date or if none is set in the Notice by giving written notice Put Response Notice, prior to the Company and stating therein last day on which a Put Closing could occur pursuant to the quantity first sentence of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata ShareSection 10.02(a). If any Rights such Holders have not timely delivered Put Withdrawal Notices, unless prohibited by a contractual restriction which has not been waived by the requisite Persons, the Issuer thereupon shall purchase from such Holders the aggregate amount of Warrants and Warrant Stock, if any, it may purchase on such date with funds legally available under applicable law for such purpose. Such purchase shall be allocated among the Holders which have not timely delivered Put Withdrawal Notices pro rata, based on the ratio of the number of Warrant Stock put to the Issuer (including Warrant Stock issuable upon the exercise of Warrants put to the Issuer) by each such Holder fails to so agree the number of Warrant Stock put to the Issuer (including Warrant Stock issuable upon the exercise of Warrants put to the Issuer) by all such Holders. If the Issuer is prohibited from purchasing any Warrants and/or Warrant Stock upon the exercise by a Holder of a Put Right for any of the reasons described in writing within such ten (10) day period the first sentence of this Section 10.02(b), then the Issuer shall use its best efforts to increase its legally available funds under applicable law to an amount sufficient to enable it to purchase legally all Warrants and Warrant Stock put to it pursuant to a Put Notice and to obtain relief from any contractual restriction in order to enable it to make the required payments, including through effecting a Financing (provided such Rights Holder's full Pro Rata Share financing is available on reasonable terms and provided no financing to replace the [high-yield notes] shall be required), obtaining the consent of requisite number of holders of indebtedness or otherwise, in each case, as soon as practicable. (c) If the Issuer is prohibited from purchasing some of or all Warrants and/or Warrant Stock upon the exercise by a Holder of a Put Right for any of the reasons described in the first sentence of Section 10.02(b) and such Holder shall not have timely delivered a Put Withdrawal Notice, then: (i) the Put Price Per Unit for such Holder with respect to such unpurchased Warrants and/or Warrant Stock shall become an offering accruing liability of New Securities the Issuer with interest thereon commencing on the date 10 days after the determination of Fair Market Value as provided above through the date on which the related Warrants and/or Warrant Stock are purchased by the Issuer at a rate per annum equal to 12.5%, compounded quarterly (such liability and interest being herein called the "Accruing Liability"); and (ii) such obligation of the Issuer to purchase shall otherwise be deemed suspended for so long as and only to the extent that the Issuer is unable to repurchase such Warrants and/or Warrant Stock after taking all the action described in the last paragraph of Section 10.02(b) (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 NoticePut Postponement"). Each Purchasing Holder On any Put Reactivation Date, the Put Price Per Unit for such Warrants and Warrant Stock shall have be deemed to be the Accruing Liability. As used herein, "Put Reactivation Date" shall mean a right date when the Put Postponement lapses in whole or in part and the obligation of overallotment such that such Purchasing Holder may agree the Issuer to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according Warrants and Warrant Stock shall no longer be deemed suspended to the relative Pro Rata Shares same extent pursuant to clause (ii) of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticethis Section 10.02(c).

Procedures. In (a) If the event that TCI Partner exercises the Company proposes to undertake an issuance Early Put, the TCI Partner, with its notice of New Securitiesexercise, it shall give to each Rights Holder notify the Adelphia General Partner in writing of its choice of the transactions specified in Section 13.2.1(b). Within 30 days after receipt of such notice from the TCI Partner specified in the preceding sentence, the Adelphia General Partner shall provide written notice to the TCI Partner as to whether it will implement the transaction designated by the TCI Partner or whether it elects to pursue one of its intention to issue New Securities (the "Notice"other transactions specified in Section 13.2.1(b), describing and including, if applicable, designation of which Redemption Systems (as hereinafter defined) it would choose to use in connection with such transactions. If the type transaction elected by the Adelphia General Partner is not the transaction designated by the TCI Partner, then at the expiration of New Securities the 20 day period after receipt of such notice from the Adelphia General Partner, unless the TCI Partner sends written notice within such 20 day period to the Adelphia General Partner that it elects to pursue the transaction designated by the Adelphia General Partner, the Early Put shall be automatically rescinded and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder Partners shall have ten no obligation in connection therewith. If the Adelphia General Partner chooses the transaction designated by the TCI Partner, or if the TCI Partner notifies the Adelphia General Partner that it elects to pursue the transaction designated by the Adelphia General Partner, thereafter, the Partners (10and, as applicable, TCI Parent, on behalf of the owners of the stock of the TCI Owners) shall negotiate in good faith and shall use commercially reasonable efforts for a period of 45 days from the date of mailing notice from the Adelphia General Partner of any such Notice its election to agree in writing pursue the transaction designated by the TCI Partner or the notice from the TCI Partner of its election to purchase such Rights Holder's Pro Rata Share pursue the transaction designated by the Adelphia General Partner, as the case may be, to determine the terms and conditions of such New Securities for transaction and to enter into appropriate arrangements implementing the price same. If, after negotiating in good faith and upon using commercially reasonable efforts, the general terms specified in parties are unable within the Notice by giving written notice 45 day period referred to above to reach agreement as to the Company aforementioned terms and stating therein conditions, the quantity Early Put shall be automatically rescinded and the Partners shall have no obligation in connection therewith. The TCI Partner may, after the expiration of New Securities 12 months following any rescission permitted hereunder (but prior 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"the seventh anniversary after the date hereof), then such Nonpurchasing Holder shall forfeit again elect the right hereunder to purchase that part Early Put, in which event the provisions of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according this Section 13.2 relating to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment NoticeEarly Put shall again be applicable.

Procedures. In the event that the The Company proposes may exercise its right to undertake an issuance of New Securitiesrepurchase under Section 5.1(a) above, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes Management Shareholder may exercise his right to issue such New Securities. Each Rights Holder shall have ten (10put his shares under Section 5.1(b) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice above, by giving written notice to the other party (or its representatives). The purchase price for Common Stock sold pursuant to this Section 5.1(c) shall be the “Appraised Price.” The Appraised Price shall be the fair market value of such Common Stock, as may be mutually agreed upon by the Company and stating therein the quantity Management Shareholder. If such parties cannot mutually agree upon the fair market value of New Securities the Common Stock to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing sold 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")days following written notice, then such Nonpurchasing Holder the Appraised Price 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 be determined as follows: 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 party shall have a right of overallotment such that such Purchasing Holder may agree the opportunity 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 Holdersappoint, at any time its own cost, a qualified appraiser within five (5) days after receiving following expiration of the Overallotment Noticeten (10)-day period within which the parties could not mutually agree upon the Appraised Price. The appointment of a qualified appraiser shall be made in writing and delivered to the other party. If either party shall fail to appoint a qualified appraiser within this five (5)-day period, the other qualified appraiser shall unilaterally establish the Appraised Price for the Common Stock by a written opinion. If both parties shall appoint a qualified appraiser within this five (5)-day period, such qualified appraisers shall establish the Appraised Price in a single written opinion signed by both of them. If such qualified appraisers cannot agree on the fair market value of the Common Stock to be sold within ten (10) days of the appointment of the latter of them, such qualified appraisers shall appoint a third qualified appraiser whose sole written opinion shall establish the Appraised Price and shall be binding on the Company and the Management Shareholder or his representatives. The cost for such third qualified appraiser, if necessary, shall be borne equally by the Company and the Management Shareholder or his representatives. In the event the Company exercises its rights to purchase a terminated Management Shareholder’s Common Stock under Section 5.1(a) above, the Appraised Price shall be paid to such Management Shareholder in three equal annual installments, plus interest at an annual rate of 7%.

Procedures. (i) In order to exercise a Common Put Right, the event that Initiating Unitholders shall deliver to the Company proposes a written notice, executed by all Initiating Unitholders (the “Put Option Exercise Notice”). Upon receipt of a Put Option Notice, all F3C Unitholders (in the case of a Put Option Notice delivered by the F3C Majority Common Holders) and/or all ATN Unitholders (in the case of a Put Option Exercise Notice delivered by the ATN Majority Common Holders) shall be deemed to undertake an issuance have elected to sell all of New their Covered Put Securities pursuant to this Section 10.08. Any Put Option Exercise Notice shall the number and type of Covered Put Securities to be sold to the Company in connection with the exercise of such Common Put Right and a reasonably detailed calculation of the Common Unit Put Price for each type of Covered Put Securities, it and whether the Fair Market Value of a Common Unit specified in the Put Option Exercise Notice and used to calculate the Common Unit Put Price has been determined (x) by mutual agreement of ATN and F3C, (y) a valuation in accordance with the definition of “Fair Market Value”, or (z) by the Initiating Unitholders. The Company shall give deliver a copy of any Put Option Exercise Notice to each Rights Holder holder of Common Units, Warrants and Common Unit Equivalents other than the Initiating Unitholders no later than two Business Days after receiving a Put Option Exercise Notice. (ii) If the Fair Market Value of a Common Unit specified in a Call Option Exercise Notice has been determined pursuant to clause (x) or (y) of Section 10.08(b)(i), then the Fair Market Value of a Common Unit and, absent manifest error, the Common Unit Put Price specified in the Put Option Exercise Notice shall be final and binding on all holders of Covered Put Securities. (iii) If the Fair Market Value of Common Unit specified in a Put Option Exercise notice has been determined pursuant to clause (z) of Section 10.08(b)(i), ATN and F3C shall attempt to mutually agree on such Fair Market Value as soon as possible following delivery of a Put Option Exercise Notice. If ATN and F3C have not agreed on such Fair Market Value within fifteen (15) days of delivery of a Put Option Exercise Notice, then such Fair Market Value shall be determined by a valuation conducted in accordance with the definition of “Fair Market Value.” Upon the final determination of the Fair Market Value of a Common Unit under this Section 10.08(b)(iii), (A) the Company shall deliver to each holder of Covered Put Securities specified in a Put Exercise Notice a written notice of its intention to issue New Securities (such Fair Market Value and the "Notice"), describing final calculation of the type of New Common Unit Put Price for such Covered Put Securities and (B) the price Fair Market Value of Common Unit and, absent manifest error, the Common Unit Put Price specified in such notice shall be final and the general terms upon which the Company proposes binding on all holders of Covered Put Securities specified in such Put Option Exercise Notice. (iv) The closing of any repurchase of Covered Put Securities pursuant to issue such New Securities. Each Rights Holder this Section 10.08 shall have ten (10) take place no later than 90 days from following the date of mailing delivery of any such the Put Option Exercise Notice to agree in writing to purchase such Rights Holder's Pro Rata Share or, if later, 20 Business Days following the date of such New Securities final determination of the Common Unit Put Price under Section 10.08(b)(iii). The Company shall pay the Common Unit Put Price for the price and upon the general terms Covered Put Securities by wire transfer of immediately available funds. The Company shall give each holder of Covered Put Securities specified in the a Put Option Exercise 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") at least five Business Days’ written notice of the failure date of closing of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share repurchase of such offering of New Covered Securities under this Section 10.08 (the "Overallotment Notice"each a “Put Option Closing Date”). Each Purchasing Holder No later than two Business Days before any Put Option Closing Date, each holder of Covered Put Securities specified in a Put Option Exercise Notice shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion give the Company written notice of the Nonpurchasing Holders' unpurchased Pro Rata Shares account to which the Company shall wire the aggregate Common Unit Put Price payable to such holder of such offering on Covered Put Securities. (v) Each holder of Covered Put Securities specified in a pro rata basis according Put Option Exercise Notice shall, at the closing of any purchase consummated pursuant to this Section 10.08, represent and warrant to the relative Pro Rata Shares Company, severally and not jointly, that: (A) such holder has full right, title and interest in and to the Covered Put Securities held by such holder; (B) such holder has all the necessary power and authority and has taken all necessary action to sell such Covered Put Securities as contemplated by this Section 10.08; and (C) the Covered Put Securities held by such holder are free and clear of any and all liens other than those arising as a result of or under the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticeterms of this Agreement and Transfer restrictions under Applicable Law.

Procedures. In (i) If any Exercising Shareholder desires to sell the event that Put Shares pursuant to Section 8.1(a), such Exercising Shareholder shall deliver to the Company proposes to undertake an issuance a written, unconditional and irrevocable notice (the “Put Exercise Notice”) exercising the Put Right. (ii) Within two (2) business days of New Securitiesreceiving a Put Exercise Notice, it the Company shall give notice of such receipt to each Rights Holder Major Investor other than the initial Exercising Shareholder, and each such Shareholder shall be deemed to have elected to participate in the Put Right (and become an Exercising Shareholder) unless a written notice of its intention such Major Investor’s election not to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which so participate or be an Exercising Shareholder shall be received by the Company proposes within thirty (30) business days of the Company’s notice. (iii) By delivering the Put Exercise Notice or failing to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice elect not to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified participate in the Notice by giving written notice Put Right, each Exercising Shareholder represents and warrants to the Company that (A) the Exercising Shareholder has full right, title and stating therein interest in and to the quantity Shares, (B) the Exercising Shareholder has all the necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 8.1, and (C) the Shares are free and clear of New Securities any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of this Agreement. (iv) Subject to be purchased (not Section 8.1(c) below, the closing of any sale of Shares pursuant 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 this Section 8.1 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 take place no later than 90 days following receipt by the Company of the Put Exercise Notice. 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") the Exercising Shareholder at least 10 days’ written notice of the failure date of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities closing (the "Overallotment Notice"“Put Right Closing Date”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Notice.

Procedures. The Company shall have the right to exercise the FMV Repurchase Option and/or the NFMV Repurchase Option by delivering a written notice (a "Company Election Notice") to the Class C Holder(s) within 45 days following the effectiveness of the Separation Event giving rise to such right. The Company Election Notice shall state (i) the number of Class C Units being repurchased pursuant to the FMV Repurchase Option and (ii) the number of Class C Units being repurchased pursuant to the NFMV Repurchase Option. In the event the Company exercises both the FMV Repurchase and the NFMV Repurchase Option, the Company shall consummate its purchase of such Class C Units and pay the purchase price therefor promptly following determination of the Fair Market Value of the Units subject to the FMV Repurchase Option, but no later than the 120th day following receipt by the Class C Holder(s) of the Company Election Notice, subject to extension as provided below (the "Expiration Date"). In the event the Company exercises the NFMV Repurchase Option but not the FMV Repurchase Option, the Company shall consummate its purchase of such Units on or - 55 - before the Expiration Date. At the closing of any such purchase (a "Repurchase Closing"), (i) the Class C Holder(s) shall deliver any documentation reasonably requested by the Company and necessary to transfer such Class C Units to the Company and (ii) the Company shall deliver in cash or otherwise in immediately available funds to the Class C Holder(s) the purchase price being paid by the Company for such Class C Units; provided, that the following events shall each be a condition precedent to a Repurchase Closing to the extent relating to an exercise of the FMV Repurchase Option, but not the NFMV Repurchase Option: (i) the receipt by the Class C Holder(s) of any severance amount due to it pursuant to the Management Services Agreement in connection with the Separation Event that gave rise to such repurchase by the Company and (ii) the receipt by the Class C Holder(s) of any purchase price due to it pursuant to an exercise by Dartford or its Permitted Transferees of the Company Repurchase Obligation (as defined in Schedule D to this Agreement). In the event the Repurchase Closing is not completed by the Expiration Date, the FMV Repurchase Option and the NFMV Repurchase Option shall terminate and be of no further force and effect as of the Expiration Date, and the Class C Holder(s) shall continue to hold the Class C Units. The Expiration Date shall be subject to automatic extension as provided herein. In the event that a distribution by the Operating Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice MBW Holdings or by giving written notice MBW Holdings to the Company and stating therein of the quantity amount necessary to pay (i) any severance amount due to the Class C Holder(s) pursuant to the Management Services Agreement, (ii) any purchase price due to Dartford or its Permitted Transferees pursuant to the Company Repurchase Obligation, or (iii) any purchase price payable to the Class C Holder(s) upon exercise of New Securities the FMV Repurchase Option or the NFMV Repurchase Option would violate any covenant or otherwise not be permitted under the credit agreement or indenture relating to the Chase Borrowings or senior subordinated indebtedness of the Company or any Subsidiary of the Company, the Expiration Date shall be purchased (not automatically extended to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) the seventh 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 following the right hereunder to purchase that part of his Pro Rata Share date on which the making of such New Securities that he did distributions by the Operating Company and MBW Holdings, respectively, would 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 violate such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within five (5) days after receiving the Overallotment Noticecovenants or agreements.

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

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