Common use of Procedures Clause in Contracts

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above.

Procedures. Until (a) CMRE and York shall, at any time and from time to time within 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 Xxxxxxxxx, Xxxx XXX0000 Xxxxxxxxx, Xxxx XXX0000 Xxxxxxxxx, Xxxx XXX0000 Interests, Hull S2121 Interests, Hull S2122 Interests, Hull S2123 Interests, Hull S2124 Interests and Hull S2125 Interests, as applicable (the “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 Qualified IPOFive-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 Company 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 issue any pay for the Applicable New Ownership Interest, Build Interests (the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing “New Build Option Exercise Notice”). The decision to purchase the Applicable New Build Interests subject to the New Ownership Interest Build Option Exercise Notice and the price, fair market value to be paid for the terms and conditions upon which the Company proposes Applicable New Build Interests subject to issue the New Ownership InterestBuild Option Exercise Notice shall be initiated and proposed by Management but shall be subject to approval by the Conflicts Committee. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from If the giving of such notice 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 purchase its applicable Participating Interest the New Build Option Exercise Notice and the unspecified terms of the New Ownership Interest for Build Option Exercise Notice during the price and upon 30-day period (the terms and conditions specified in the notice “New Build Option Exercise Period”) after receipt by giving written notice to the Company and stating therein the portion CMRE of the New Ownership Interest 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 purchased. Notwithstanding the foregoingsold, the Company Shipbroker will not 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 offer or 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 New Ownership Interest 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 if: 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) such 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 sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest last day of the New Ownership InterestBuild Interest Option Period, then if the Company will promptly notify in writing last proviso of Section 7.2(a) applies), the Holders who do so elect and will offer such Holders General Partner shall be deemed to have chosen not to exercise 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 option for a Partnership Group Member to purchase the Applicable New Build Interest in accordance with this paragraph (d) and all or a portion of such unsubscribed future rights to purchase the Applicable New Ownership Interest (allocated based on the relative Participating Build 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 Partnership Group will occur no earlier than twenty be extinguished (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail subject to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s any purchase 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 abovethat may arise under Article V).

Procedures. Until Any Investor who does not exercise its respective rights of first refusal shall have the right, exercisable upon delivery of a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein Selling Shareholder, with a copy to the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoingCompany, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than within twenty (20) Business Days from after the initial date of notice the Transfer Notice (the “First Co-Sale Period”), to participate in the sale of any Transfer Shares to the extent of such issuance by Investor’s Pro Rata Co-Sale Share at the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a same price and upon general the same terms and conditions materially no more favorable indicated in the Transfer Notice. A failure by any Investor to respond within such prescribed period shall constitute a decision by such Investor not to exercise its right of co-sale as provided herein. To the extent that any Investor does not exercise its right of co-sale to the purchasers full extent to sell such Investor’s Pro Rata Co-Sale Share, the Selling Shareholder shall deliver written notice thereof than specified (the “Second Co-Sale Notice”), within two (2) days after the expiration of the First Co-Sale Period, to each Investor that elected to the full extent to sell such Investor’s Pro Rata Co-Sale Share (the “Co-Sale Holder”). Each Co-Sale Holder shall have ten (10) Business Days from the date of the Second Co-Sale Notice (the “Second Co-Sale Period”) to notify the Selling Shareholder of its desire to participate in the Company’s sale for more than its Pro Rata Co-Sale Share, stating the number of the additional shares it proposes to co-sell. Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such over-allotment exceeds the total number of the remaining shares available for co-sale (for the avoidance of any doubt, the total number of the remaining shares available for co-sale shall mean the remaining Pro Rata Co-Sale Share of all the Investors after the First Co-Sale Period), the over-allotment Co-Sale Holders will be cut back or limited by the Selling Shareholder with respect to their over-allotment to that number of remaining shares equal to the Holders pursuant lesser of (a) the number of the additional shares it proposes to this Section 4.5.2co-sell; and (b) the product obtained by multiplying (i) the number of the remaining shares available for co-sale by (ii) a fraction the numerator of which is the number of Class A Ordinary Shares (on an as converted basis) held by each over-allotment Co-Sale Holder and the denominator of which is the total number of Class A Ordinary Shares held by the Selling Shareholder plus the total number of Class A Ordinary Shares (on an as converted basis) held by all the over-allotment Co-Sale Holders, on an as converted basis. If To the Company has not sold extent one (1) or more of the Investors exercise such New Ownership Interest within one hundred eighty (180) days following right of co-sale in accordance with the notice provided pursuant to Section 4.5.2terms and conditions set forth below, the Company will not thereafter issue or number of Transfer Shares that the Selling Shareholder may sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovetransaction shall be correspondingly reduced.

Procedures. Until In the event that a Qualified IPOCompany Group Member enters an agreement to acquire or charter-in any Capesize Vessel in accordance with Section 2.1, if then as soon as practicable or in any event not later than 3 calendar days after entering an agreement that sets forth the 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 New Ownership Interestliabilities to be assumed by the applicable Parent Group Member as part of the Offer. As soon as practicable after the Offer is made, the Company Acquiring Party will give each Holder deliver to the Offeree all information prepared by or on behalf of Investor Units and/or Common Units prior written notice or in the possession of such intentionAcquiring Party relating to the Offered Asset and reasonably requested by the Offeree. The decision to purchase or charter-in the applicable Offered Asset, describing the New Ownership Interest purchase price or charter hire to be paid and the pricecharter period for the applicable Offered Asset, and the other terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for purchase or charter shall be approved by the price independent directors of the Board and upon the terms and conditions specified in the notice by giving written notice recommended to the Company and stating therein the portion of the New Ownership Interest to be purchasedBoard for approval. Notwithstanding the foregoingAs soon as practicable, the Company will not be required to offer or sell such New Ownership Interest to but in any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interestevent, 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 within 5 calendar days after receipt of such notice the Offer with respect to a single vessel transaction, or a period of 14 calendar days with respect to a multi-vessel transaction, the Offeree shall notify the Company 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 its 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 Offered Asset. After receipt by the Acquiring Party of the Board’s election to cause a Parent Group Member to purchase all or a portion of the Offered Asset, the Board shall cause such unsubscribed New Ownership Interest (allocated based Parent Group Member to purchase the Offered Asset on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified set forth in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company Offer as soon as commercially practicable after such agreement 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 abovebeen reached.

Procedures. Until If a Qualified IPOTag-Along Seller is participating in a Tag-Along Sale, if at least 15 days before the Company proposes to issue any New Ownership Interestproposed date thereof, the Company will give Issuer shall provide each Holder of Investor Units and/or Common Units prior Warrants or Warrant Stock with written notice of such intentionTag-Along Sale setting forth in reasonable detail the consideration per share to be paid by the transferee, describing the New Ownership Interest number of shares to be sold and the priceother terms and conditions of the Tag-Along Sale. Each Holder of Warrants or Warrant Stock wishing to participate in the Tag-Along Sale shall provide written notice to such Tag-Along Seller and to the Issuer within 15 days of the date the notice specified in the preceding sentence is received by 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 Tag-Along Seller. If such notice is not received from a Holder within the 15-day period specified above, the Tag-Along Seller shall have the right to sell or otherwise transfer the shares of Common Stock to the proposed transferee without any participation by such Holder, but only (i) on the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified stated in the notice by giving written notice to the Company notice, and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of if the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt sale or transfer of such notice to notify shares of Common Stock is consummated not later than 60 days after the Company of its election to purchase all or a portion end of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than 5-day period specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Major Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Holder of Major Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Major Investor’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of New Securities to be purchased (not to exceed such Major Investor’s Pro Rata Share). If any Major Investor fails to so agree in writing within such thirty (30) day period to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Major Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the New Ownership Interest failure of any Nonpurchasing Holder to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell purchase such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holder’s full Pro Rata Share of such offer or sale; or offering of New Securities (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest“Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election may agree to purchase all (or a portion any part) of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such unsubscribed New Ownership Interest (allocated based on offering, according to the relative Participating Interests Pro Rata Shares of the Purchasing Holders electing to purchase such Holdersoverallotment shares, if necessary). The issuance of at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within ten (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (18010) days thereafter to sell after the New Ownership Interest in respect of which date the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided Overallotment Notice is effective pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above6.1.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Share of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice receiving the Overallotment Notice. The rights provided in this Section 3 may be assigned or transferred by any Holder that is an investment fund to notify the Company any of its election to purchase all partners, members or any affiliated fund or entity of the Holder (including, without limitation, a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest fund or entity managed by the Company and required payment same manager or managing member or general partner or management company or by the Holders exercising their Preemptive Right will occur no earlier than twenty an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rightsa fund or entity, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovean “Affiliated Fund”).

Procedures. Until a Qualified IPOWith respect to any offer, if the Company proposes sale or other disposition of this Warrant or any Warrant Shares prior to issue any New Ownership Interestregistration of such Warrant or Warrant Shares, the Company will Holder agrees to give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein prior thereto, describing briefly the portion manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the New Ownership Interest 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 indicating whether or not under the Securities Act certificates for this Warrant or such Warrant Shares to be purchasedsold 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 (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 the Company. If the Company determines that the evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has 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 will not be required to offer or sell shall have been furnished with such New Ownership Interest to any Member if: (i) such offer or sale would cause information as the Company may reasonably request to be in violation provide a reasonable assurance that the provisions of Rule 144 and the applicable federal or resale restrictions imposed by state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interesthave been satisfied. Each certificate representing this Warrant or the Warrant Shares thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such Holder laws, unless pursuant to an opinion of Investor Units and/or Common Units will have five (5) Business Days after receipt of counsel for the Holder, such notice legend is not required in order to notify the Company of its election to purchase all or a portion of ensure compliance with such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary)laws. 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 may issue stop transfer instructions to its transfer agent in connection with such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboverestrictions.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Investor's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Investor's Pro Rata Share). A written notice to the Company indicating an Investor's intention to exercise its right of first refusal shall not be binding upon such Investor unless and until the Company obtains binding commitments to purchase all of the New Securities specified in the Notice on the terms stated in the Notice. If any Investor fails to so agree in writing within such ten (10) day period to purchase such Investor's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING INVESTOR"), then such Nonpurchasing Investor shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Investor who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING INVESTOR") written notice of the failure of any Nonpurchasing Investor to purchase such Nonpurchasing Investor's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Investor shall have a right of overallotment such that such Purchasing Investor may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Investors' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Investors, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, purchased (not to exceed such Rights Holder's Pro Rata Share) and to execute and deliver to the Company will not such other documentation as may be reasonably required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause by the Company to be in violation of applicable federal or state securities laws by virtue demonstrate that such Rights Holder is, at the 136 time of such offer or sale; or (ii) such of New Securities, an "accredited investor" as defined in Regulation D. If any Rights Holder has previously suffered an uncured Funding Default. If not all of the Holders elect fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer to demonstrate such Holders the right to acquire Rights Holder's status as an "accredited investor" within such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the initial date right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities and demonstrated his status as an "accredited investor" (a "PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"OVERALLOTMENT NOTICE"). If Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Holders fail Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to exercise in full the Preemptive Rightsrelative Pro Rata Shares of the Purchasing Rights Holders, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO(a) In the event that HPPI proposes to undertake an issuance of New Securities, if it shall give to Mayne Pharma written notice of its intention to issue New Securities (“Notice”), describing the Company type of New Securities, whether the offering is private or public, and the price and the general terms upon which HPPI proposes to issue any such New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will Securities. (b) Mayne Pharma shall have fifteen (15) Business Days days from the giving date of mailing of any such notice Notice (the “Applicable Period”) to agree to in writing that Mayne Pharma and/or members of the Mayne Pharma Group shall purchase its applicable Participating Interest all or a portion of the Mayne Pharma Group’s Pro Rata Share of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company HPPI and stating therein the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or and HPPI shall so sell such New Ownership Interest Securities to any Member if: the Mayne Pharma Group. (ic) such offer or sale would cause With respect to the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any shares of New Ownership Interest by Securities for which Mayne Pharma has not exercised its right pursuant to this Section 5.4 within the Company and required payment by Applicable Period, HPPI shall have 120 days after 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 Applicable Period to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter contract to sell the such New Ownership Interest in respect of which the Holder’s rights were not exercised, Securities at a price and upon general terms and conditions materially no not more favorable to the purchasers thereof than specified in the Company’s notice original Notice. Except with respect to the Holders pursuant sale of additional New Securities to this Mayne Pharma set forth in Section 4.5.2. If the Company 5.4(d), if HPPI has not sold contracted to sell such New Ownership Interest Securities within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2such 120 day period, the Company will HPPI shall not thereafter issue or sell any New Ownership Interest Securities without again first offering such securities New Securities to Mayne Pharma pursuant to this Section 5.4. (d) If the Holders in Mayne Pharma Group has exercised its right to purchase its full Pro Rata Share of New Securities, HPPI shall, within two (2) Business Days of the manner provided aboveend of said 120 day period, give Mayne Pharma written notice of the number of shares of New Securities for which subscriptions have not been received and accepted, or that the offering was fully subscribed. The Mayne Pharma Group shall thereupon have the additional right to purchase up to that number of New Securities for which subscriptions have not been received and accepted; provided, however, during the Lock-Up Period, any purchase of 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 Mayne Pharma Group under Section 5.1 through Section 5.5 shall require compliance with Section 4.1(b).

Procedures. Until (i) Subject to clause (ii) below, each Elective Exchange of a Qualified IPO, if LAZ-MD Class II Interest shall be effected in accordance with Section 7.4 of the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest LAZ-MD Operating Agreement and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15Section 7.05(a) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Lazard Group Operating Agreement, and each Elective Exchange of a Lazard Group MD Common Interest for shall be effected in accordance with Section 7.05(b) of the price 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 upon 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 terms and conditions specified in amount of Units underlying the notice by giving written notice 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 Company 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 stating therein 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 New Ownership 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 purchaseddelivered 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. Notwithstanding Each of Lazard Ltd Sub A and Lazard Ltd Sub B shall have the foregoingright 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 Company will not “Elective Exchange Effective Time”), and the Electing Member shall be required deemed to offer or sell have become the holder of record of the applicable shares of Lazard Ltd Common Stock at such New Ownership Interest to any Elective Exchange Effective Time (or, in the case of an Electing Member if: who is an Electing LAZ-MD Exchange Member (i) such offer or sale would cause as defined in the Company to be in violation LAZ-MD Operating Agreement), at the time of applicable federal or state securities laws by virtue receipt of such offer or sale; or 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 Registration Exchange Date as the Exchange Effective Date in accordance with clause (ii) above, such Holder has previously suffered an uncured Funding Default. If not all of Elective Exchange shall be null and void (and such Electing Member shall continue to hold the Holders elect to purchase their Participating Interest of the New Ownership applicable Exchangeable Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice event that the applicable registration statement shall be abandoned by Lazard Ltd prior 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 aboveits effectiveness.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt receiving the Overallotment Notice. The rights provided in this Section 3 may be assigned or transferred by any Holder that is a venture capital fund to an affiliated venture capital fund or, if such Holder is a partnership or limited liability company, to the partners or retired partners of such notice partnership Holder or to notify the Company of its election to purchase all members or a portion retired members of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the limited liability company Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above.

Procedures. Until a Qualified IPO, if (i) In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Ownership Interest Securities, the price and the price, the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days from the giving date of receipt of any such Participation Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities. At the expiration of such ten (10) day period, the Company shall promptly notify each Rights Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Rights Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Ownership Interest Securities for which Rights Holders were entitled to be purchased. Notwithstanding subscribe but that were not subscribed for by the foregoingRights Holders which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares, by such Fully Exercising Investor bears to the Company will not be required to offer Ordinary Shares issued and held, or sell such New Ownership Interest to any Member if: issuable (idirectly or indirectly) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all upon conversion and/or exercise, as applicable, of the Holders elect Preferred Shares then held, by all Fully Exercising Investors who wish to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary)shares. The issuance closing of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders sale pursuant to this Section 4.5.2. If 7.4 shall occur within the Company has not sold such New Ownership Interest within one hundred eighty later of ninety (18090) days following of the notice provided date that the Participation Notice is given and the date of initial sale of New Securities pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above7.5.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Investor Units and/or Common Units prior Owner written notice of such intentionits intention to issue New Securities (the “Rights Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will Owner shall have fifteen (15) Business Days 15 days from the giving date of receipt of any such Rights Notice to agree in writing to purchase up to such Owner’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities in cash for the price and upon the general terms and conditions specified in the notice Rights Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Owner’s Pro Rata Share). If any Owner fails to so agree in writing within such 15-day period to purchase such Owner’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Owner who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Purchasing Holders, if necessary). The issuance of at any New Ownership Interest by time within 15 days after receiving the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date on which any such Notice was given to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of such Nonpurchasing Holder's Pro Rata Share of such New Securities that such Nonpurchasing Holder did not so agree to purchase; and the Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder's full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days business days from the giving date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) business-day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of such Rights Holder’s Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder’s full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days business days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to elect in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so elect in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely elected to purchase his full Pro Rata Share of such New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within ten (ii10) such Holder has previously suffered an uncured Funding Defaultdays after receiving the Overallotment Notice. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such any Rights Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify notifies the Company of its election to purchase all such New Securities within such time period, a closing with respect to such purchase shall be held at the principal office of the Company (or a portion of at such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest other place as may be agreed upon by the Company and required payment the Rights Holder) on a date and at a time which are mutually agreeable to the Company and such Rights Holder, but in no event later than the later to occur of (a) sixty (60) days after receipt by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date Company of such notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred Rights Holder's election and eighty (180b) ten (10) days thereafter to sell after the New Ownership Interest in respect receipt of which any governmental consent or approval necessary for the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold consummation of such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovetransaction.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will 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 of Investor Units and/or Common Units prior and Founder a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership Interest. Securities given in accordance with Section 5.1 hereof. (b) Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving delivery of such notice Notice to agree in writing to purchase its applicable Participating Interest such Rights Holder’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that he, she or it did not so agree to purchase. (c) The Company shall promptly, in writing, inform each Rights Holder that elects to purchase 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 Ownership Interest Securities which Nonpurchasing Holders were entitled to be purchased. Notwithstanding the foregoing, the Company will subscribe but that were not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest subscribed for by the Company and required payment by Nonpurchasing Holders that is equal to the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of proportion that such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Fully-Exercising Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable Pro Rata Share bears to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveaggregate Pro Rata Shares of all Fully-Exercising Holders.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Major Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Holder of Major Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving delivery of such notice Notice to agree in writing to purchase its applicable Participating Interest such Major Investor’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Major Investor’s Pro Rata Share). Notwithstanding If any Major Investor fails to so agree in writing within such twenty (20) day period to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the foregoingright hereunder to purchase that part of his, the Company will not be required to offer her or sell its Pro Rata Share of such New Ownership Interest Securities that he, she or it did not so agree to any Member if: (i) such offer or sale would cause the purchase. The Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will shall promptly notify in writing the Holders Major Investors who do did so elect to purchase such Major Investors’ Pro Rata Share of such New Securities (the “Participating Major Investors”) and will shall offer such Holders Participating Major Investors the right to acquire such unsubscribed shares of New Ownership InterestSecurities. Each such Holder of Investor Units and/or Common Units will The Participating Major Investors shall have five ten (510) Business Days days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares of such New Securities. In the event that the Participating Major Investors desire, in the aggregate, to purchase in excess of the total number of unsubscribed New Ownership Interest (allocated based on the relative Participating Interests shares of such HoldersNew Securities, if necessary). The issuance then the number of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at unsubscribed shares that each Participating Major Investor may purchase shall be reduced on a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovepro rata basis.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Refusal Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Refusal Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days business days from the giving date of receipt of any such Participation Notice to agree in writing to purchase such Refusal Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Refusal Rights Holder’s Pro Rata Share). If any Refusal Rights Holder fails to so agree in writing within such fifteen (15) business day period to purchase such Refusal Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Refusal Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and, if there are any additional Refusal Rights Holders, the additional Refusal Rights Holders may purchase such holder’s Pro Rata Share. Such Refusal Rights Holder shall purchase the portion elected by such Refusal Rights Holder concurrently with the closing of the transaction triggering the Right of First Refusal or, in the event all of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws Securities are being purchased by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Refusal Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercisedPurchasers, at a price and upon general terms and conditions materially no more favorable Closing to be held on any mutually agreeable date within 30 days from the purchasers thereof than specified in date of the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveParticipation Notice.

Procedures. Until a Qualified IPO, if the Company proposes (a) Prior to issue any New Ownership Interestissuance of any Preemptive Securities, the Company will give each Holder of Investor Units and/or Common Units prior (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 intentionPreemptive Securities, describing and (d) include a deadline for the New Ownership Interest 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 and conditions upon which set forth in the Preemptive Notice. (c) In the event that the Company proposes complies with the procedures set forth in this Section 6.2 and the Sellers do not purchase all of their pro rata portion of the Preemptive Securities, the Company shall have 180 calendar days from the date of the deadline set forth in the applicable Preemptive Notice to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest or sell all or any part of the New Ownership Interest for Preemptive Securities as to which a Notice of Acceptance has not timely been given by the price and Sellers to any other purchaser or purchasers (including MatlinPatterson or its Affiliates) upon the terms and conditions specified in (including the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will per share price) which are not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchaser than those set forth in the Preemptive Notice. Any Preemptive Securities not acquired by the Sellers or any other purchaser or purchasers thereof than 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 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 aboveArticle 6.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Ownership Interest Securities, the price and the price, the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days from the giving date of receipt of any such Participation Notice (the “Participation Period”) to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within such ten (10) Business Day period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities, but shall not be deemed to forfeit any right with respect to any other issuance of New Securities. At the expiration of such ten (10) days period, the Company shall promptly notify each Rights Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Rights Holder’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice (the “Extended Participation Period”), each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Ownership Interest Securities for which Rights Holders were entitled to be purchased. Notwithstanding subscribe but that were not subscribed for by the foregoingRights Holders which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares, by such Fully Exercising Investor bears to the Company will not be required to offer Ordinary Shares issued and held, or sell such New Ownership Interest to any Member if: issuable (idirectly or indirectly) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all upon conversion and/or exercise, as applicable, of the Holders elect Preferred Shares then held, by all Fully Exercising Investors who wish to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary)shares. The issuance closing of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders sale pursuant to this Section 4.5.2. If 7.4 shall occur within the Company has not sold such New Ownership Interest within one hundred eighty later of ninety (18090) days following of the notice provided date that the Participation Notice is given and the date of initial sale of New Securities pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above7.5.

Procedures. Until In the event that a Qualified IPOPlains Entity acquires a Restricted Business comprised of assets valued in excess of $10 million, if 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 issue purchase such Restricted Business. As soon as practicable, but in any New Ownership Interestevent, within 30 days after receipt of such notification, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing General Partner shall notify the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: 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 offer or sale would cause Restricted Business, in which event the Company Plains Entity shall be free to be continue to engage in violation of applicable federal or state securities laws by virtue of such offer or sale; Restricted Business, or (ii) such Holder the General Partner has previously suffered an uncured Funding Default. If not all elected to cause a member of the Holders elect Partnership Group to purchase their Participating Interest 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 New Ownership InterestPartnership 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, 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 for 60 days after receipt of such notice Offer by the General Partner, the terms on which the Restricted Business will be sold to notify a member of the Company Partnership Group. The Plains Entity shall provide all information concerning the business, operations and finances of its election 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 Affiliate of the 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 submit another Offer (the "Second 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, operations and finances of such Restricted Business as may be reasonably requested by the General Partner. (i) If the General Partner, with the concurrence of the Conflicts Committee, elects not to cause a member of the Partnership Group to pursue the Second Offer, the Plains Entity shall be free to continue to engage in such Restricted Business. (ii) If the General Partner shall elect to cause a member of the Partnership Group to purchase all or a portion such Restricted Business, then the General Partner and the Plains Entity shall negotiate the terms 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 Companypurchase for 60 days. If the Holders fail to exercise in full Plains Entity and the Preemptive RightsGeneral Partner agree on such terms within 60 days after receipt by the 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 Company 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 one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercisedoption, at a price and upon general terms and conditions materially no more favorable subject to the purchasers thereof than specified in approval of the Company’s notice Conflicts Committee, to (A) cause a member of the Partnership Group to purchase the Restricted Business for an amount equal to the Holders pursuant value determined by such investment banking firm or (B) decline to this Section 4.5.2. If purchase such Restricted Business, in which event the Company has not sold Plains Entity will be free to continue to engage in 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 aboveRestricted Business.

Procedures. Until a Qualified IPO, if the Company proposes (a) Subject to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units at least 14 days prior written notice of such intention, describing from the New Ownership Interest 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 priceamount thereof and of the covenanted payment requested, and for the terms and conditions 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 Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen Tax (15or costs and expenses) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest is due and payable or where no Tax becomes payable as a result of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion loss, reduction or set off of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: Tax Asset (i) such offer 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 sale would cause the Company to be in violation set-off against payment of applicable federal or state securities laws by virtue of such offer or sale; or a Tax Liability; (ii) such Holder has previously suffered an uncured Funding Default. If not all 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 Holders elect to purchase their Participating Interest relevant Purchaser, the relevant Companies or relevant Subsidiaries but for the loss or set off of the New Ownership InterestTax 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 Company will promptly notify Sellers shall inform the relevant Purchaser or the relevant Purchaser shall as soon as practicable (and in writing any event within 30 days) inform the Holders who do so elect and will offer such Holders Sellers, as 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 case may be, of such notice 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 Company 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 Parties dispute whether or not the liability, or the extent to 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 its election Section 8.4 shall apply to purchase all this section and subject thereto, the relevant Purchaser shall as soon as practicable and, at the Sellers expense (i) give, and shall cause the Companies or a portion 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 comments and suggestions made by the relevant Purchaser regarding the handling of such unsubscribed New Ownership Interest 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 such relevant Purchaser. (allocated c) Any payments made hereunder to a Purchaser shall take effect as a reduction in the 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, in the case of 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 Subsidiaries which are included in a US consolidated Tax Return shall be determined based on a closing of the relative Participating Interests of such Holders, if necessary)books method in accordance with Treasury Regulation 1.1502-76. The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above.108 108

Procedures. Until (i) Any holder or holders electing a Qualified IPO, if the Company proposes Repurchase Option pursuant to issue any New Ownership Interest, the Company will Section 16(a) shall give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing election (the New Ownership Interest "Repurchase Notice") to the Company. The Repurchase Notice shall include the name of the holders electing the Repurchase Option (the "Electing Holders") and the pricenumber of shares (by holder) that the Company shall be required at that time to repurchase. (ii) Within five Business Days of its receipt of the Repurchase Notice, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving shall give written notice to each Electing Holder of the Company's choice of an Independent Financial Expert to 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 and stating therein in writing (the portion "Holders' IFE Notice") of their approval or disapproval of the New Ownership Interest to be purchasedCompany's initial choice of Independent Financial Expert and, in the event of disapproval, such holders shall propose an alternative firm as Independent Financial Expert. Notwithstanding Within two Business Days after its receipt of the foregoingHolders' IFE Notice, the Company will not be required to offer shall notify the Electing Holders of its approval or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause disapproval of their selection. If the Company to be in violation of applicable federal or state securities laws does not accept the Independent Financial Expert chosen by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership InterestElecting Holders, then the Company will two Independent Financial Experts previously selected pursuant to this section shall 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 be requested by the Company and required payment by the Electing Holders exercising their Preemptive Right will occur 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 Electing Holders. (iii) The Company shall consult and cooperate with the selected Independent Financial Expert to facilitate the final delivery of its Value Report no earlier later than twenty (20) Business Days from sixty calendar days after the initial date of notice of such issuance by the CompanyRepurchase Notice. If the Holders fail to exercise in full the Preemptive Rights, The Value Report shall be final and binding upon both the Company will have one hundred and eighty the Electing Holders. (180iv) days thereafter to sell The Company shall pay the New Ownership Interest Repurchase Price in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable immediately available funds to the purchasers thereof than specified in holder or holders electing the Company’s notice to Repurchase Option within sixty calendar days of the Holders pursuant to this Section 4.5.2. If delivery of 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 aboveValue Report.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Participation Notice"), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will The Participation Rights Holders shall have fifteen (15) Business Days 20 calendar days, from the giving date (the "Dispatch Date") that is the latest date of receipt of the Participation Notice by any of the Series A Preferred Holders, i-Hatch, or General Atlantic, to agree in writing to purchase the Participation Rights Holders' Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company quantity of New Securities to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or purchased (not to exceed the Participation Rights Holder's Pro Rata Share), and (ii) such additional quantity of New Securities the Participation Rights Holder has previously suffered an uncured Funding Default. If not all of the Holders desires to purchase should any other Participation Rights Holder fail to elect to purchase their Participating Interest its entire Pro Rata Share. If a Participation Rights Holder fails to so agree in writing within such 20 calendar days to purchase such Participation Rights Holder's full Pro Rata Share of the an offering of New Ownership InterestSecurities, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders Participation Rights Holder shall forfeit the right hereunder to acquire purchase that part of its Pro Rata Share of such unsubscribed New Ownership InterestSecurities that it did not so agree to purchase and such forfeiting Participation Rights Holder's Pro Rata Share (or portion thereof) may instead be subscribed for by the other Participation Rights Holders that elected to subscribe for amounts in excess of their Pro Rata Share (such forfeited amount to be divided among them in accordance with their relative Pro Rata Shares up to the amount for which they indicated a willingness to oversubscribe). Each such Participation Rights Holder shall purchase the portion it has elected concurrently with the closing of Investor Units and/or Common Units will have five (5) Business Days after receipt the transaction triggering the Right of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveParticipation.

Procedures. Until a Qualified IPO(a) To the extent that the Pledgor at any time or from time to time owns, if acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the Company proposes taking of any action by the Pledgor) be pledged pursuant to issue any New Ownership InterestSection 3.1 of this Agreement and, in addition thereto, the Company will give each Holder Pledgor shall (to the extent provided below) take the following actions as set forth below within 10 Business Days after any senior or financial officer of Investor Units and/or Common Units prior written notice the Pledgor or any of its material Subsidiaries obtains knowledge of the acquisition of any right, title or interest in any Collateral (and in any event no later than 90 days after the date on which any such intentionright, describing title or interest in such Collateral was acquired) for the New Ownership Interest benefit of the Pledgee and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: other Secured Creditors: (i) such offer with respect to a Limited Liability Company Interest credited on the books of a Clearing Corporation or sale would cause Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Company Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to be in violation of comply with the applicable federal or state securities laws by virtue rules of such offer Clearing Corporation or sale; or Securities Intermediary and (ii) such Holder has previously suffered an uncured Funding Default. If not all to perfect the security interest of the Holders elect to purchase their Participating Interest Pledgee under applicable law (including, in any event, under Sections 9-314(a) and (b), 9-106 and 8-106(d) of the New Ownership InterestUCC) and (y) such other actions as the Pledgee reasonably deems necessary or desirable to effect the foregoing; (ii) with respect to a Limited Liability Company Interest (other than a Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), then (1) if such Limited Liability Company Interest is represented by a certificate, the Pledgor shall physically deliver such certificate to the Pledgee, endorsed to the Pledgee or endorsed in blank and (2) if such Limited Liability Company will promptly notify in writing Interest is not represented by a certificate, the Holders who do so elect and will offer such Holders Pledgor shall cause 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 issuer of such notice Limited Liability Company Interest to notify duly authorize and execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the Secured Creditors substantially in the form of Annex C hereto (appropriately completed to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Limited Liability Company Interest originated by any other Person other than a court of its election competent jurisdiction (provided that the Pledgee agrees with the Pledgor which executes any such agreement that it shall not give any instructions to purchase all any issuer pursuant to any such agreement except upon the instruction of the Pledgor unless an Event of Default has occurred and is continuing); and (iii) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) establishment by the Pledgee of a cash account in the name of the Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and (ii) upon the occurrence and during the continuance of an Event of Default, no withdrawals or a portion transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and deposit of such unsubscribed New Ownership Interest cash in such cash account. (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 (20b) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable In addition to the purchasers thereof than specified in the Company’s notice actions required 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 be taken pursuant to Section 4.5.23.2(a) hereof, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities Pledgor shall take the following additional actions with respect to the Holders Collateral: (i) with respect to all Collateral of the Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), the Pledgor shall take all actions as may be reasonably requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; and (ii) the Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the manner provided abovevarious relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 5(a) hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such thirty (30) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within ten (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (18010) days thereafter to sell after receiving the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if the (i) If Company proposes to issue any and sell New Ownership InterestSecurities pursuant to a bona fide written offer by one or more persons to subscribe for or purchase such New Securities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice 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 such intention, describing the New Ownership Interest Securities, (B) the number or amount of New Securities to be issued and sold, (C) the price, cash price or other consideration for the New Securities and 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 Ownership InterestSecurities 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 Holder of Investor Units and/or Common Units will Cisco shall have fifteen (15) Business Days 10 days from the giving receipt of such notice Notice to agree to purchase its applicable Participating Interest all or any portion of the such Remaining New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein in such notice the portion number or amount of the Remaining New Ownership Interest Securities to be purchased. Notwithstanding purchased at the foregoing, price and on the Company will not be required to offer or sell such New Ownership Interest to any Member if: terms and conditions set forth in the Notice (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or “Purchase”). (ii) Promptly following any such Holder agreement by Cisco, Company and Cisco will proceed to prepare and file with the appropriate Governmental Authorities all Consents that are necessary in order to consummate the transactions contemplated by the Purchase and will diligently and expeditiously prosecute, and will cooperate fully with each other in the prosecution of such matters. (iii) Within 10 days after Cisco has previously suffered an uncured Funding Defaultobtained from each Governmental Authority all Consents, if any, necessary to consummate the transactions contemplated by the Purchase, including such Consents as may be required under the HSR Act, Cisco and the Company shall consummate the Purchase. If not all Payment shall be made by Cisco at the closing of the Holders elect to purchase their Participating Interest Purchase by wire transfer of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect immediately available funds 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 upon delivery of such notice purchase price, Company shall issue certificate(s) evidencing such Remaining New Securities 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 as directed by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveCisco.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that it did not so agree to purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") shall have a right of over-allotment such ----------------- that such Purchasing Holder may purchase, on a pro rata basis, such portion of the New Ownership Interest Securities which any Nonpurchasing Holder elected not to purchase. The Company shall take all such action as may be purchased. Notwithstanding required by any regulatory authority in connection with the foregoingexercise by a Purchasing Holder of the right to purchase New Securities as set forth in this Section 3; provided, however, that -------- ------- the Company will shall not be required in connection therewith or as a condition thereto to offer qualify to do business or sell such New Ownership Interest to file a general consent to service of process in any Member if: (i) such offer state or sale would cause the Company to be in violation of applicable federal jurisdiction where it is not so qualified or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company where it has not sold made such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovea filing.

Procedures. Until (a) If a Qualified IPOUDS Entity becomes aware of an opportunity to purchase a Restricted Business, if the Company proposes to issue any New Ownership Interestthen, the Company will give each Holder of Investor Units and/or Common Units prior written notice as soon as practicable, such UDS Entity shall notify Shamrock GP of such intention, describing the New Ownership Interest opportunity and the price, the terms and conditions upon which the Company proposes deliver to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving Shamrock GP all information prepared by or on behalf of such notice UDS Entity relating to agree to purchase its applicable Participating Interest 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 New Ownership Interest for MLP, shall notify the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: UDS Entity that either (i) such offer or sale would 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 Company MLP to be in violation of applicable federal or state securities laws by virtue of pursue the opportunity to acquire such offer or sale; Restricted Business, or (ii) such Holder has previously suffered an uncured Funding Default. If not all Shamrock GP, on behalf of the Holders elect MLP, has elected to purchase their Participating Interest of cause the New Ownership Interest, then MLP to pursue the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right opportunity to acquire such unsubscribed New Ownership InterestRestricted Business. Each If, at any time, Shamrock GP or its Affiliates abandons such Holder opportunity (as evidenced in writing by Shamrock GP or such Affiliates following the request of Investor Units and/or Common Units will have five 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 (5i) 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 Days 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 notice to notification, Shamrock GP shall notify the Company UDS Entity that either (i) Shamrock GP, on behalf of its election the MLP, has elected, with the approval of a majority of the members of the Conflicts Committee, not to cause the MLP to purchase all 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 the MLP, has elected to cause the MLP to purchase such Restricted Business, in which event the following procedures shall be followed: (i) The UDS Entity shall submit a portion good faith offer to Shamrock GP to sell the Restricted Business (the "Offer") 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, for 120 days after receipt of such unsubscribed New Ownership Interest Offer by Shamrock GP, the terms on which the Restricted Business will be sold to the MLP. The UDS Entity shall provide all information concerning the business, operations and finances of such Restricted Business as may be reasonably requested by Shamrock GP. (allocated based A) If the UDS Entity and Shamrock GP agree on such terms within 120 days after receipt by Shamrock GP of the Offer, the MLP shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (B) If the UDS Entity and Shamrock GP are unable to agree on the relative Participating Interests terms of a sale during such 120-day period, the UDS Entity shall attempt to sell the Restricted Business to a Person that is not an Affiliate of the UDS Entity (a "NonAffiliate Purchaser") within nine months of the termination of such Holders120-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 less than 95% of the purchase price last offered by the MLP. (C) During such 120-day period the UDS Entity shall be free to make capital expenditures to maintain the Restricted Business and to improve or expand the Restricted Business if necessary)necessary to maintain the Restricted Business' existing market share. (iii) If, after the expiration of the nine-month period referred to in clause (ii)(B) above, the UDS Entity has not sold the Restricted Business to a NonAffiliate Purchaser, it shall submit another Offer (the "Second Offer") to Shamrock GP within seven days after the expiration of such nine-month period. The issuance of any New Ownership Interest by UDS Entity shall provide all information concerning the Company business, operations 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 finances of such issuance Restricted Business as may be reasonably requested by Shamrock GP. (A) If Shamrock GP, with the Companyconcurrence of a majority of the members of the Conflicts Committee, elects not to cause the MLP to pursue the Second Offer, the UDS Entity shall be free to continue to engage in such Restricted Business. (B) If Shamrock GP shall elect to cause the MLP to purchase such Restricted Business, then Shamrock GP and the UDS Entity shall negotiate the terms of such purchase for 60 days. If the Holders fail to exercise in full UDS Entity and Shamrock GP agree on such terms within 60 days after receipt by Shamrock GP of the Preemptive RightsSecond Offer, the Company MLP shall purchase the Restricted Business on such terms as soon as commercially practicable after such agreement has been reached. (C) If during such 60-day period, no agreement has been reached between the UDS Entity and Shamrock GP or a member of the Partnership Group, the UDS Entity and Shamrock GP 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 UDS Entity and Shamrock GP its opinion of such value. The UDS Entity and Shamrock GP shall share equally the fees and expenses of such investment banking firm. Upon receipt of such opinion, Shamrock GP will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercisedoption, at a price and upon general terms and conditions materially no more favorable subject to the purchasers thereof than specified in approval of a majority of the Company’s notice members of the Conflicts Committee, to (A) cause the MLP to purchase the Restricted Business for an amount equal to the Holders pursuant value determined by such investment banking firm or (B) decline to this Section 4.5.2. If purchase such Restricted Business, in which event the Company has not sold UDS Entity will be free to continue to engage in 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 aboveRestricted Business.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the The Company will give each Holder of Investor Units and/or Common Units prior LA written notice (a “Large Issuance Notice”) of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes its intention to issue New 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 (or range of prices), anticipated number of shares of New Ownership InterestCommon Stock to be issued, timing and other material terms of the Large Issuance, as well as the number of shares of New Common Stock that LA is entitled to purchase pursuant to the Large Issuance Top Up Right. Each Holder of Investor Units and/or Common Units LA will have fifteen ten (1510) Business Days from the giving date of the Large Issuance Notice to advise the Company in writing (a “Large Issuance Exercise Notice”) that it intends to 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 LA delivers a Large Issuance Exercise Notice with respect to a Large Issuance, then closing for LA’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 notice Large Issuance. Failure by LA to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: deliver a Large Issuance Exercise Notice within ten (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (2010) Business Days from the initial date of notice delivery of the Large Issuance Notice shall be deemed a waiver of LA’s Large Issuance Top Up Right with respect to such Large Issuance. LA 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 LA acknowledges that information included in any large Issuance Notice may constitute material non-public information and effecting an after receiving acquisition or disposition of any Company securities while in possession of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect material non-public information may constitute a violation 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 applicable U.S. federal securities to the Holders in the manner provided abovelaws Up Right).

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to (i) purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed such New Ownership Interest to any Member if: (iRights Holder’s Pro Rata Share) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or and (ii) if electing to purchase such Holder has previously suffered an uncured Funding DefaultPro Rata Shares of New Securities, such Rights Holder’s intention to purchase any shares pursuant to any rights to overallotment (as described below). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities (and shall forfeit any right to overallotment) that he, she or it did not so agree to purchase. Each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) shall also have a right of overallotment such that such Purchasing Holder may purchase a portion of any Nonpurchasing Holder’s unpurchased Pro Rata Share of such offering of New Securities on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders. If a Purchasing Holder elects to exercise his overallotment rights, he shall so agree within the same 20-day period from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveNotice is effective.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities , the Company will it shall first give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities proposed to be issued and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that such Holder did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase such Rights Holder’s full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering of New Securities on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt deemed delivery under Section 6.1 of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until Prior to a Qualified IPOPublic Offering, if each time the Company proposes to issue and sell any New Ownership InterestShares, the Company will give each Holder of Investor Units and/or Common Units prior written notice shall first make an offering of such intentionShares to each Qualified Stockholder in accordance with the following provisions: (i) The Company shall deliver a notice by certified mail (a “Preemptive Right Notice”) to the Qualified Stockholders stating (A) its bona fide intention to offer such Shares, describing (B) the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving number of such notice Shares to agree to purchase its applicable Participating Interest of the New Ownership Interest for be offered and (C) the price and material terms, if any, upon which it proposes to offer such Shares. (ii) Within 15 days after delivery of the Preemptive Right Notice, each Qualified Stockholder may elect to purchase or obtain, at the price and on the terms and conditions specified in the notice Preemptive Right Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock issued and held by giving such Qualified Stockholder bears to the total number of shares of Common Stock then issued and outstanding by delivering written notice to the Company identifying the number of Shares to be purchased by such Qualified Stockholder. Any notice delivered by a Qualified Stockholder to the Company under this section shall constitute a binding agreement of such Qualified Stockholder to purchase, at the price and stating therein on the terms specified in the Preemptive Right Notice, the number of Shares specified in such Qualified Stockholder’s written notice. The Company shall promptly, in writing, inform each Stockholder that purchases all the shares available to it (each, a “Fully Exercising Stockholder”) of any other Stockholder’s failure to do likewise. During the 15-day period commencing after the receipt of such information, each Fully Exercising Stockholder shall be entitled to obtain that portion of the New Ownership Interest Shares not subscribed for by the Stockholders that is equal to be purchased. Notwithstanding the foregoingproportion that the number of shares of Common Stock issued and held by such Fully Exercising Stockholder bears to the total number of shares of Common Stock then outstanding. (iii) The Company may, during the Company will not be required to 120-day period following the expiration of the period provided in subparagraph (b)(ii) above, offer or sell such New Ownership Interest the remaining unsubscribed portion of the Shares, if any, to any Member if: (i) such offer Person or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, Persons at a price not less than, and upon general terms and conditions not materially no more favorable to the purchasers thereof offeree, than those specified in the Company’s notice to the Holders pursuant to this Section 4.5.2Preemptive Right Notice. If the Company has does not sold enter into an agreement for the sale of the Shares within such New Ownership Interest period, or if such agreement is not consummated within one hundred eighty (180) 90 days following of the notice provided pursuant to Section 4.5.2execution thereof, the Company will right provided hereunder shall be deemed to be revived and such Shares shall not thereafter issue or sell any New Ownership Interest without be offered unless first offering such securities reoffered to the Holders Qualified Stockholders in the manner provided aboveaccordance herewith.

Procedures. Until a Qualified IPO, if (i) If the Company proposes to issue undertake any issuance of New Ownership InterestSecurities, the Company will it shall, prior to any such issuance, give each Holder of Investor Units and/or Common Units prior written notice to the Investors of such intentionits bona fide intention to issue New Securities (the "Company Notice"), describing the type of New Ownership Interest Securities proposed to be issued, the total number or quantity of New Securities proposed to be issued, and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving may elect to purchase or acquire its Pro Rata Share of such New Securities (an "Electing Party") by delivering written notice (the "Participation Notice") of its election to agree to so purchase its applicable Participating Interest of the or acquire such New Ownership Interest for Securities at the price and upon the general terms and conditions specified in the notice by giving written notice Company Notice and stating the quantity of New Securities to be purchased (not to exceed its Pro Rata Share). The Participation Notice shall be delivered to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have within five (5) Business Days after receipt the date of delivery of the Company Notice, and the obligations of the Electing Party thereunder to purchase the elected number or percentage of New Securities, and the obligations of the Company to sell such New Securities to the Electing Party, shall be contingent upon the consummation of the sale or other transaction pursuant to which the New Securities are proposed to be issued. The number or amount of New Securities specified in the Participation Notice shall be subject to automatic and proportionate reduction in the event that the total number or quantity of New Securities sold by the Company is reduced below the number or quantity specified in the Company Notice. (ii) If any Investor fails to give the Participation Notice to the Company within such five (5) Business Day period, or specifies in the Participation Notice that such Investor will only purchase part, but not all, of such notice Investor's Pro Rata Share (a "Nonpurchasing Investor"), then such Nonpurchasing Investor shall forfeit the right hereunder to notify purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company of its election shall promptly give each Investor (if any) who has timely agreed to purchase all or its full Pro Rata Share of such offering of New Securities (a "Purchasing Investor") written notice of the failure of any Nonpurchasing Investor to purchase such Nonpurchasing Investor's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice.") Such Overallotment Notice shall be given to each Purchasing Investor within three (3) Business Days of the expiration of the five (5) Business Day period. Each Purchasing Investor shall have a right of overallotment such that such Purchasing Investor may agree to purchase a portion of the Nonpurchasing Investor's unpurchased Pro Rata Share of such unsubscribed New Ownership Interest (allocated based offering on a pro rata basis according to the relative Participating Interests Pro Rata Shares of such Holders, if necessary). The issuance of the Purchasing Investor at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within three (203) Business Days from after receiving the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until (a) If a Qualified IPOTag-Along Seller is participating in a Tag-Along Sale, if at least 30 days before the Company proposes to issue any New Ownership Interestproposed date thereof, the Company will give Issuer shall provide each Holder holder of Investor Units and/or Common Units prior Warrants or shares of Warrant Stock with written notice of such intention, describing Tag-Along Sale setting forth in reasonable detail the New Ownership Interest consideration per share to be paid by the transferee and the priceother terms and conditions of the Tag-Along Sale. Each holder of Warrants or shares of Warrant Stock wishing to participate in the Tag-Along Sale shall provide written notice to such Tag-Along Seller and to the Issuer within 5 days of the date the notice specified in the preceding sentence is received by 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 such notice is not received from a holder within the 5 day period specified above, the Tag-Along Seller shall have the right to sell or otherwise transfer the shares of Common Stock to the proposed transferee without any participation by such holder, but only (i) on the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified stated in the notice by giving written notice to the Company notice, and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) if the sale or transfer of such Holder has previously suffered an uncured Funding Default. If shares of Common Stock is consummated not all later than 60 days after the end of such 5 day period specified above. (b) The provisions of this Section 8.02 shall apply regardless of whether the consideration received in the Tag-Along Sale is cash, debt, equity securities, property-in-kind, or any combination thereof; provided that, if the consideration to be received includes securities, only holders who have certified to the reasonable satisfaction of the Holders elect Principal Shareholder that they are "accredited investors" (as defined in Regulation D promulgated under the Securities Act) shall be entitled to purchase their Participating Interest of participate in such transfer unless the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovetransferee consents otherwise.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its or his Pro Rata Share of such New Securities that it or he did not so agree to purchase, and the Company shall promptly give each Rights Holder who has timely agreed to purchase its or his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Purchasing Holders, if necessary). The issuance of at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within ten (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (18010) days thereafter to sell after receiving the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until (i) The purchase and sale of the Warrants and the Warrant Shares pursuant to a Qualified IPO, if Put Right shall be consummated on a date selected by the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units upon at least 15 days' prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein Holders which have given the portion relevant Put Notice(s), which date in no event shall be earlier than the date 30 days, nor later than the date 60 days, after the determination of the New Ownership Interest to be purchasedMarket Price of a share of Common Stock (the "Put Closing Date"). Notwithstanding On the foregoingPut Closing Date, the Company will not be required shall purchase from the Holder or Holders which have given such Put Notice(s), and such Holder or Holders shall sell to offer or sell the Company, the Warrants and/or the Warrant Shares specified in such New Ownership Interest Put Notice(s): (A) in the case of each Warrant Share so purchased, at a purchase price equal to any Member if: the Put Price Per Share as of the Put Notice Date; and (iB) in the case of each Warrant so purchased at a purchase price equal to (1) the product of (x) the Put Price Per Share as of the Put Notice Date and (y) the number of Warrant Shares for which such offer or sale would cause Warrant is exercisable as of the Put Notice Date, minus (2) an amount equal to the aggregate Exercise Price as of the Put Notice Date for such number of Warrant Shares. Payment of the purchase price for the Warrants and/or the Warrant Shares so purchased by the Company to shall be made by wire transfer in violation of applicable federal or state securities laws by virtue of such offer or sale; or immediately available funds. (ii) such Holder has previously suffered an uncured Funding Default. If not all the Company is prohibited from purchasing the Warrants and/or Warrant Shares put to it pursuant to a Put Notice because (A) of the Holders elect to existence of a contractual restriction as in effect on the Closing Date or contained in any agreement or instrument governing or evidencing Senior Debt or (B) the Company does not have sufficient funds legally available therefor under applicable law or such purchase their Participating Interest of the New Ownership Interestotherwise violates applicable law, then the Company 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 Shares put to it pursuant to a Put Notice, including (1) if due to a deficiency, the computation thereof, and/or (2) if due to such a contractual restriction, the nature of the provisions which have been or would be breached and if such provisions are financial covenants, a computation of the amounts or ratios setting forth the deficiencies with respect to such covenants, and (y) the aggregate amount of such Warrants and Warrant Shares, if any, which it will promptly notify in writing be able to lawfully purchase, which Put Response Notice shall be delivered within 30 days of the Holders who do so elect determination of the Market Price of a share of Common Stock and will offer such Holders shall be given together with the right notice of the Put Closing Date, if any, given by the Company pursuant to acquire such unsubscribed New Ownership Interestthe first sentence of Section 6.4(b)(i). Each such Holder of Investor Units and/or Common Units will shall have five the right to withdraw its Put Notice by delivering a notice (5a "Put Withdrawal Notice") Business Days after receipt of such notice to notify the Company at any time prior to the 10th day immediately preceding the Put Closing Date or if none is set in the Put Response Notice, prior to the 10th day immediately preceding the last day on which a Put Closing could occur pursuant to the first sentence of its election to Section 6.4(b)(i) hereof. If any 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 Company thereupon shall purchase all or a portion from such Holders the aggregate amount of Warrants and Warrant Shares, if any, it may purchase on such unsubscribed New Ownership Interest (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 relative Participating Interests ratio of the number of Warrant Shares put to the Company (including Warrant Shares issuable upon the exercise of Warrants put to the Company) by each such Holder to the number of Warrant Shares put to the Company (including Warrant Shares issuable upon the exercise of Warrants put to the Company) by all such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following is prohibited from purchasing any Warrants and/or Warrant Shares upon the notice provided exercise by a Holder of a Put Right for any of the reasons described in the first sentence of this Section 6.4(b)(ii), then the Company shall use its commercially reasonable 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 Shares put to it pursuant to a Put Notice and/or to obtain relief from any contractual or legal restriction in order to enable it to make the required payments, including through effecting a Financing, obtaining the consent of requisite number of holders of Indebtedness or otherwise, in each case, as soon as possible. (iii) If the Company is prohibited from purchasing some or all Warrants and/or Warrant Shares upon the exercise by a Holder of a Put Right for any of the reasons described in the first sentence of Section 4.5.26.4(b)(ii) and such Holder shall not have timely delivered a Put Withdrawal Notice, then: (A) the Put Price Per Share for such Holder with respect to such unpurchased Warrants and/or Warrant Shares shall become accruing liability of the Company with interest thereon commencing on the date of exercise of such Put Right through the date on which the related Warrants and/or Warrant Shares are purchased by the Company at a rate per annum equal to the 14%, compounded quarterly (such liability and interest being herein called the "Accruing Liability"); and (B) such obligation of the Company to purchase the Warrants and/or Warrant Shares of such Holder shall otherwise be deemed suspended for so long as and only to the extent that the Company is unable to repurchase such Warrants and/or Warrant Shares after taking all the action described in the last paragraph of Section 6.4(b)(ii) (a "Put Postponement"); provided that, notwithstanding Section 6.1 of this Agreement, so long as the Accruing Liability shall remain outstanding the Holders shall not be entitled to receive any dividends or other 1. On any Put Reactivation Date (as defined below), the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities Accruing Liability shall become due and payable as to the Holders Warrants and the Warrant Shares which may then be purchased. As used herein, "Put Reactivation Date" shall mean a date when the Put Postponement lapses in whole or in part and the manner provided above.obligation of the Company to purchase Warrants and Warrant Shares shall no longer be deemed suspended to the same extent pursuant to clause (B) of this Section 6.4(b)(iii)

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 6.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultRights Holder's Pro Rata Share). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the initial date right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"Overallotment Notice"). If Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Holders fail Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to exercise in full the Preemptive Rightsrelative Pro Rata Shares of the Purchasing Rights Holders, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right --------------------- hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause If the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail desires to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders its redemption right pursuant to this Section 4.5.2. If 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 may only deliver a Redemption Notice if (A) the Company has sufficient unrestricted cash on hand to consummate such redemption in full, (B) the redemption is permitted under Applicable Law, (C) the redemption is not sold 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 Preferred Units pro rata, in proportion to the respective Base Amounts of the Preferred Units held by such New Ownership Interest within one hundred eighty holders as of the date of redemption. (180ii) 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 each holder of Redeemed Preferred Units at least 10 days’ written notice provided of any Preferred Unit Redemption Date. No later than two Business Days before any Preferred Unit Redemption Date, each holder of Redeemed Preferred Units shall give the Company written notice of the 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 redemption consummated pursuant to this Section 4.5.210.05, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities represent and warrant to the Holders Company, severally and not jointly, that: (A) such holder has full right, title and interest in and to the manner provided aboveRedeemed 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 terms of this Agreement and Transfer restrictions under Applicable Law.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company it will give at least twenty (20) days prior to the proposed issuance to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will have fifteen (15) Business Days days from the giving date of receipt of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Rights Holder's Pro Rata Share). Notwithstanding If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder will forfeit the foregoing, the Company will not be required right hereunder to offer or sell purchase that part of such Nonpurchasing Holder's Pro Rata Share of such New Ownership Interest to any Member if: (i) Securities that such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Nonpurchasing Holder has previously suffered an uncured Funding Default. If did not all of the Holders elect so agree to purchase their Participating Interest of the New Ownership Interest, then and the Company will promptly notify in writing give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the Holders who do so elect and will offer failure of any Nonpurchasing Holder to purchase such Holders Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the right to acquire such unsubscribed New Ownership Interest"Overallotment Notice"). Each such Purchasing Holder of Investor Units and/or Common Units will have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, or such other amount as the Purchasing Holders shall determine among themselves by mutual agreement at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company Subject to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or clause (ii) below, each Elective Redemption of IBG Holdings Shares shall be effected in accordance with the 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 Holder has previously suffered IBG Holdings Member’s IBG Holdings Shares (or portion thereof) so redeemable in accordance with Section 4.1(a) hereto (an uncured Funding Default. If not all “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 redemption of the Holders elect 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 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 all Redemption Requests relating to a given General Redemption Date, subject to Section 4.3(c), IBGI shall use its commercially reasonable efforts to consummate a Public Offering of a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the aggregate number of IBG Holdings Shares specified in such Redemption Requests. Upon consummation of such Public Offering, IBGI shall purchase their Participating Interest 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 “Public Offering Redemption Price”). IBG LLC shall bear the costs of the New Ownership InterestPublic Offering other than (i) underwriting discounts or placement agency fees, 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 which effectively shall be borne by the Company IBG Holdings Members making such Redemption Requests and required payment by (ii) legal fees and expenses of the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveselling IBG Holdings Members.

Procedures. Until (i) Subject to clause (ii) below, each Elective Exchange of a Qualified IPO, if LAZ-MD Class II Interest shall be effected in accordance with Section 7.4 of the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest LAZ-MD Operating Agreement and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15Section 7.05(a) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Lazard Group Operating Agreement, and each Elective Exchange of a Lazard Group MD Common Interest for shall be effected in accordance with Section 7.05(b) of the price 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 upon 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 terms and conditions specified in amount of Units underlying the notice by giving written notice 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 Company 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 stating therein 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 New Ownership 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 purchaseddelivered 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. Notwithstanding Each of Lazard Ltd Sub A and Lazard Ltd Sub B shall have the foregoingright 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 Company will not "Elective Exchange Effective Time"), and the Electing Member shall be required deemed to offer or sell have become the holder of record of the applicable shares of Lazard Ltd Common Stock at such New Ownership Interest to any Elective Exchange Effective Time (or, in the case of an Electing Member if: who is an Electing LAZ-MD Exchange Member (i) such offer or sale would cause as defined in the Company to be in violation LAZ-MD Operating Agreement), at the time of applicable federal or state securities laws by virtue receipt of such offer or sale; or 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 Registration Exchange Date as the Exchange Effective Date in accordance with clause (ii) above, such Holder has previously suffered an uncured Funding Default. If not all of Elective Exchange shall be null and void (and such Electing Member shall continue to hold the Holders elect to purchase their Participating Interest of the New Ownership applicable Exchangeable Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice event that the applicable registration statement shall be abandoned by Lazard Ltd prior 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 aboveits effectiveness.

Procedures. Until a Qualified IPO, if (a) The General Partner shall notify TMG in writing during the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: 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 or sale would cause such Option Assets to the Company Partnership (including pursuant to be in violation of applicable federal or state securities laws by virtue of such offer or sale; 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 Holder has previously suffered an uncured Funding DefaultOption pursuant to the provisions of Section 3.2(b). If not all 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 Holders elect Option Term Sheet, the General Partner shall submit to purchase their Participating Interest TMG, on behalf of the New Ownership InterestPartnership and with the concurrence of the Conflicts Committee, then the Company will promptly notify 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 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 Companygood faith for 60 days. If TMG and the Holders fail Conflicts Committee are unable to exercise in full the Preemptive Rightsagree on such terms during such 60-day period, the Company will have one hundred and eighty (180) days thereafter TMG may attempt to sell the New Ownership Interest in respect Option Assets to a person who is not an Affiliate of which TMG within six months of the Holder’s rights were termination of such 60-day period, provided that the purchase price for such Option Assets may not exercised, at a price be less than 105% of the Proposed Option Price and upon general otherwise shall be on terms and conditions that are not materially no more favorable to the purchasers thereof proposed purchaser than the terms specified in the Company’s notice Option Term Sheet submitted by TMG pursuant to Section 3.2(a) with respect to the Holders pursuant Option Assets, in each case as determined by written resolution of the Board of Directors of TMG. If no sale to this Section 4.5.2a 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 Company has not sold General Partner either (A) fails to respond within such New Ownership Interest within one hundred eighty 45-day period or (180B) days following rejects the opportunity by written notice provided of the General Partner, with the approval of the 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 Partnership (including pursuant to Section 4.5.2Article IV). (c) If requested by the General Partner, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities TMG shall use commercially reasonable efforts to obtain financial statements with respect to the Holders in Option Assets purchased by a Partnership Group Member as required under Regulation S-X promulgated by the manner provided aboveSecurities and Exchange Commission or any successor statute.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of receiving any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right --------------------- hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure ----------------- of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). -------------------- Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company it will give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will have fifteen (15) Business Days days from the giving date of deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder will forfeit the foregoing, the Company will not be required right hereunder to offer or sell purchase that part of his Pro Rata Share of such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If Securities that he did not all of the Holders elect so agree to purchase their Participating Interest of the New Ownership Interest, then and the Company will promptly notify in writing give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the Holders who do so elect and will offer failure of any Nonpurchasing Holder to purchase such Holders Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the right to acquire such unsubscribed New Ownership Interest“Overallotment Notice”). Each such Purchasing Holder of Investor Units and/or Common Units will have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders, at any time within five (5) Business Days days after receipt deemed delivery under Section 6.1 of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO(i) Pursuant to Section 3.02 of the Lease, if so long as no Default, Event of Default, Non-Performance Event or Environmental Trigger shall have occurred and be continuing at the Company proposes time the Lessee delivers the Extension Request and such request is timely made pursuant to issue any New Ownership InterestSection 3.02 of the Lease, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intentionLessee may request that the Lessor, describing the New Ownership Interest Agent and the price, Holders extend the terms Lease and conditions upon which the Company proposes to issue related financing by the New Ownership InterestHolders for the Extension Term (such request by the Lessee is herein called the "Extension Request"). Each Holder of Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving receipt of such notice request to agree inform the Agent whether such Holder, in its sole and absolute discretion, agrees to 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 "Non-Accepting Holder") rejects (or is deemed to have rejected) the Extension Term, the Agent, at the request of the Lessee, shall have the right to cause such Non-Accepting Holder to transfer its interests under the Operative Documents to any other Holder that has agreed to the Extension Term or to a replacement Holder which would be an Eligible Assignee hereunder. Existing Holders shall be offered the right, but shall not be required, to acquire a pro rata share of the Non-Accepting Holders' interests. Any such 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 then-existing Maturity Date, the date of the Maturity Date shall not be Participation Agreement Proprietary & Confidential extended or changed and the Lessee shall be deemed to have elected the option to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified Lessor's interest in the notice by giving written notice to Properties under the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or Lease. (ii) such Holder has previously suffered an uncured Funding Default. If not all the Lessee shall have made the Extension Request and at any time during the sixty (60) day period ending on the commencement date of the Holders elect to purchase their Participating Interest Extension Term, an Event of the New Ownership InterestDefault shall have occurred, then the Company will promptly notify in writing Lessee's rights under this Section shall automatically terminate and the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were Lessee shall not exercised, at a price and upon general terms and conditions materially no more favorable be entitled 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 aboverequested Extension Term.

Procedures. Until Prior to the consummation of any transaction subject to Section 6.01 hereof, the Person or group of Persons that proposes to acquire Units in a Qualified IPOTag-Along Sale (the "PROPOSED 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"), such Participating Holder shall be entitled to sell in the Tag-Along Sale a number of 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 Company proposes Tag-Along Sale would cause a Change of Control, then the Participating Holders shall be entitled to issue any New Ownership Interest, sell 100% of their respective Units and Warrant Units (but not exceeding the Company will give each Holder aggregate amount of Investor Units and/or Common Units prior written notice of such intention, describing proposed to be acquired in the New Ownership Interest Tag-Along Sale). The Tag-Along Purchase Offer shall be at the same price and on the price, the same terms and conditions upon which as the Company proposes to issue offer by the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice Proposed Purchaser to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoingCharter Member, the Company will not except that no Participating Holder shall be required to offer make representations and warranties to or sell agreements with the Proposed Purchaser other than representations, warranties and agreements regarding such New Ownership Interest to any Member if: (i) such offer or sale would cause Participating Holder and its ownership of the Company Securities to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified sold 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 aboveTag-Along Sale.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest (a) The purchase and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest sale of the New Ownership Interest for Securities pursuant to a Put Right shall be consummated on a date selected by the price and Charter Member upon the terms and conditions specified in the notice by giving at least 5 Business Days' prior written notice to the Company Holders, which date in no event shall be later than the date 180 days after the Put Notice Date (the "PUT CLOSING DATE"), 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 stating therein each Holder shall sell to the portion Charter Member, all of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell Securities owned by such New Ownership Interest to any Member ifHolder: (i) such offer or sale would cause in the Company case of each Unit and Warrant Unit so purchased, at a purchase price equal to be in violation the Price Per Unit as of applicable federal or state securities laws by virtue of such offer or salethe Put Notice Date; or and (ii) in the case of any Warrants owned by such Holder, at a purchase price (which shall not be less than zero) equal to (A) the product of (1) the Price Per Unit as of the Put Notice Date and (2) the Unit Exercisable Amount for such Holder has previously suffered as of the Put Notice Date, MINUS (B) an uncured Funding Defaultamount equal to the aggregate Exercise Price as of the Put 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 Holders elect to purchase their Participating Interest of the New Ownership InterestSecurities as required and in accordance with this Section 4 for any reason, then the Company will promptly notify in writing Price Per Unit with respect to such unpurchased Securities shall become an accruing liability of 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 Charter Member with interest thereon commencing on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest Put Closing Date through the date on which the related Securities are purchased by the Company and required payment Charter Member at a rate per annum equal to the Prime Rate PLUS 2%, compounded quarterly. (c) The calculations under this Section 4, other than with respect to the determination of Fair Market Value, shall be made 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 Issuer in full the Preemptive Rights, the Company will have one hundred good faith and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovecommercially reasonable manner.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.2 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days 20 days from the giving date such Notice is effective, as determined pursuant to Section 6.2 hereof based upon the manner or method of notice, to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such 20 day period to purchase up to such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by time within five days after receiving the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until At any time and from time to time prior to the consummation of a Qualified IPO, if the Company proposes to issue any New Ownership InterestInterests, the Company will give each Preemptive Right Holder of Investor Units and/or Common Units prior written notice of such intentionproposal, describing the New Ownership Interest Interests and the price, the price and other terms and conditions upon which the Company proposes to issue the New Ownership InterestInterests (“Company Notice”). Each Preemptive Right Holder of Investor Units and/or Common Units will have fifteen (15) 10 Business Days from the giving of such the Company Notice to provide the Company with a notice to agree of an election to purchase its applicable Participating New Ownership Interest (“Election Notice”). In each Election Notice each Preemptive Right Holder shall specify the desired number of New Ownership Interests to be purchased, which shall in no case be greater than the aggregate number of New Ownership Interests the Company proposes to issue (with each Preemptive Right Holder that indicates a desire to purchase a number of New Ownership Interests in excess of the number of New Ownership Interests such Preemptive Right Holder would be entitled to purchase had all Preemptive Right Holders elected to purchase their full pro rata share of the New Ownership Interest for Interest, calculated according to Section 3.5.1 being referred to herein as a “Super Preemptive Right Holder”). Upon receipt of all Election Notices from the price and upon the terms and conditions specified in the notice by giving written notice Preemptive Right Holders if all Preemptive Right Holders elect to the Company and stating therein the purchase their full pro rata portion of the New Ownership Interest, the Company shall sell to each Preemptive Right Holder the pro rata portion of the New Ownership Interests calculated in accordance with Section 3.5.1. Where less than all of the Preemptive Right Holders elect to purchase their full pro rata portion of the New Ownership Interests, the Company shall sell to each Preemptive Right Holder their full pro rata portion of the New Ownership Interests calculated in accordance with Section 3.5.1 or, as applicable, such lesser amount any such Preemptive Right Holder elected to purchase and, thereafter, the Company shall allocate the remaining New Ownership Interests (the “Remaining New Ownership Interests”) among the Super Preemptive Rights Holders. Each Super Preemptive Right Holder will have the right to purchase that number of the Remaining New Ownership Interests equal to the product of (x) the number of the Remaining New Ownership Interests, multiplied by (y) a fraction, the numerator of which is the aggregate number of Units of Membership Interest and Membership Interest Equivalents held by such Super Preemptive Right Holder and the denominator of which is the aggregate number of all of the Units of Membership Interest and Membership Interest Equivalents held by all of the Super Preemptive Rights Holders; provided, that no Super Preemptive Right Holder shall be entitled to purchase in excess of the number of New Ownership Interests specified in their Election Notice. To the extent the procedure described in the preceding sentence does not result in the purchase of all Remaining New Ownership Interests, such procedure shall be purchasedrepeated until there are no Remaining New Ownership Interests or until the maximum subscription requests of all such Super Preemptive Right Holders have been fulfilled. The issuance of any New Ownership Interests by the Company and required payment by the Preemptive Right Holders and the Super Preemptive Right Holders, if any, exercising their Preemptive Rights will occur no earlier than 15 days from the date of the Company Notice. If the Preemptive Right Holders and the Super Preemptive Right Holders, if any, fail to exercise in full their Preemptive Rights, the Company will have 120 days thereafter to sell the New Ownership Interests in respect of which the Preemptive Right Holders’ Preemptive Rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company Notice. If the Company has not sold such New Ownership Interests within such 120 day period provided for in the foregoing sentence, the Company shall not thereafter issue or sell any New Ownership Interests without first offering such securities to the Preemptive Right Holders in the manner provided in this Section 3.5. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest Interests to any Member if: (i) if such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above.

Procedures. Until a Qualified IPOA. If, if the Company proposes to issue any New Ownership Interestin accordance with this ARTICLE 3, the Company will determines to issue additional Equity Securities, it shall cause an officer to give each Holder Stockholder having pre-emptive and related rights hereunder notice, specifying in reasonable detail the nature and type of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest securities being offered and the priceprice at which they are being offered, the terms and conditions upon which the Company proposes to issue the New Ownership Interestat least twenty-one (21) days before issuing any such securities. Each Holder of Investor Units and/or Common Units will have fifteen Within twenty (1520) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest days of the New Ownership Interest for receipt of that notice, each Stockholder shall have the price and upon the terms and conditions specified in the notice right, by giving written notice to the Company 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 stating therein the portion of the New Ownership Interest related rights hereunder must give to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such written notice to notify the Company of its election to purchase all or up to a portion specified number of such unsubscribed New Ownership Interest (allocated based the securities proposed to be offered by the close of business on the relative Participating Interests twentieth day after the notice required by SECTION 3.2 was given to it. Such response shall set forth the Stockholder's acceptance of such Holdersthe offer and designate a number of Shares (or, if necessary). The issuance applicable, a value of any New Ownership Interest securities) to be purchased by such Stockholder, which number may be fewer than, equal to, or more than 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 number of notice of Shares that such issuance by the CompanyStockholder has a right to purchase under SECTION 3.1. If any Stockholder does not elect to purchase all of the Holders fail offered Equity Securities that it has right to exercise purchase under SECTION 3.1, the securities remaining shall be allocated to each other electing Stockholder in full one or more successive allocations, up to the Preemptive Rightsnumber or amount of 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 maximum number of shares that they are entitled to purchase. C. Not later than ten (10) days after the date on which this offer of rights expires, the Company will have shall notify each electing Stockholder of the time and place of closing, the number or amount of securities allotted to it, and the purchase price therefor, whereupon each such electing stockholder shall become legally obligated to purchase such securities at the price and on the terms 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 and eighty twenty (180120) days thereafter to sell on the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified set forth in the Company’s original notice to the Holders pursuant to this Section 4.5.2Stockholders. If Any of the Company has Equity Securities 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 during that period may not thereafter issue or sell any New Ownership Interest be sold without first offering such securities to complying with the Holders in the manner provided aboverequirements of this ARTICLE 3.

Procedures. Until (a) In the case of each registration or qualification pursuant to Section 17.1, the Company will keep all holders of Warrants, Class 3 Notes, or Shares advised in writing as to 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 Qualified IPOwritten 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 untrue statement of a 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, the Company will furnish to each holder on whose behalf Shares have been registered pursuant to this Section 17 a signed counterpart, addressed to such holder, of (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 such registration statement (and the prospectus included therein) and, in the case of such Accountants’ letter, with respect to events subsequent to the date of 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 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 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 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 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 warranties by the Company proposes and such other terms and provisions as are customarily contained in underwriting agreements with respect to issue secondary distributions, including, without limitation, provisions relating to indemnification and contribution. The holders on whose behalf Shares are to be distributed by such underwriters shall be parties to any New Ownership Interestsuch underwriting agreement, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to 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 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 requested that their shares be included in a registration, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intentionholder and their underwriters, describing the New Ownership Interest if any, and the pricetheir respective counsel and Accountants, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause information regarding the Company to be in violation of applicable federal or state securities laws by virtue preparation of such offer registration statement, each prospectus included therein or sale; filed with the Commission, and each amendment thereof or supplement thereto, as such holder may specify, and (ii) opportunities to discuss the business of the 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 Holder has previously suffered an uncured Funding Defaultholders or such underwriters or their respective counsel, in order to conduct a reasonable and diligent investigation within the meaning of the Securities Act. If not 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 the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders Shares registered 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 17 to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities be accepted for quotation to the Holders in same extent as similar securities issued by the manner provided aboveCompany.

Procedures. Until a Qualified IPO, if (a) If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to each Common Member and Preferred Member of such intentionits intention to issue New Securities (the “Notice of Issuance”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will Member and Preferred Member, with respect to New Preferred Securities, shall have fifteen thirty (1530) Business Days days (the “Offer Period”) from the giving date of receipt of any such notice Notice of New Issuance to agree to purchase its applicable Participating such Common Member’s or and Preferred Member’s Percentage Interest of the such New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice of New Issuance by giving written notice to the Company and stating therein in such notice the portion quantity of New Securities to be purchased (not to exceed such Common Member’s or Preferred Member Percentage Interest). (b) If any Common Member or Preferred Member fails to so agree in writing within the Offer Period to purchase such Common Member’s or Preferred Member’s full Percentage Interest of an offering of New Securities (a “Non-purchasing Member”), then such Non-purchasing Member shall forfeit the right under this Agreement to purchase that part of his, her, or its Percentage Interest of such New Securities that the Non-purchasing Member did not so agree to purchase. Each Common Member or Preferred Member that has elected to purchase its full Percentage Interest of the offering of New Ownership Interest Securities shall be entitled, by delivering written notice to be purchased. Notwithstanding the foregoingBoard and the Common Members or Preferred Members within ten (10) days of the end of the Offer Period, the Company will not be required to offer or sell such New Ownership Interest purchase up to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Non-purchasing Members’ Percentage Interest of the New Ownership InterestSecurities being offered, pro rata on the basis of the number of Units then held by all such electing Common Members or Preferred Members, as the Company will promptly notify in writing the Holders who do so elect and will offer case may be, with respect to New Preferred Securities, exercising such Holders the right to acquire purchase remaining New Securities or in such unsubscribed other proportions as they may agree. If there is an over subscription for New Ownership Interest. Each such Holder of Investor Units and/or Securities by the Common Units will have five (5) Business Days after receipt of such notice to notify Members or Preferred Members, the Company of its election to purchase all oversubscribed amount shall be allocated among the fully electing Common Members or a portion of such unsubscribed New Ownership Interest (allocated Preferred Members, as the case may be, pro rata based on the relative Participating Interests number of such Holders, if necessary). The issuance of any New Ownership Interest Units held by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovethem.

Procedures. Until a Qualified IPO, if the (a) The Company proposes to issue any New Ownership Interest, the Company will give shall inform each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify Purchaser 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 within five (5) Business Days after receipt of the occurrence of a Put Event. (b) If a Purchaser desires to sell any of the Purchased Shares pursuant to Section 5.1, such Purchaser shall within thirty (30) days of the occurrence of the 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; provided that the number of Put Shares exercised by such Purchaser pursuant to a Put Event shall not exceed such Purchaser’s number of the Put Event Shares with respect to such Put Event and (B) a certificate signed by a duly authorized officer of such notice Purchaser stating that (i) such Purchaser has full right, title and interest in and to notify such Put Shares, (ii) 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 (iii) 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. (c) Subject to Section 5.3 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 election Put Right by providing written notice 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 Company shall give any applicable Purchaser at least three (3) days’ prior written notice of the Holders fail to exercise in full date of closing of the Preemptive Rights, Put Shares (the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above“Put Right Closing Date”).

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 5.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until (i) If the Buyer desires to buy the Call Shares pursuant to Section 1(a), the Buyer shall deliver to the Company a Qualified IPOwritten, unconditional and irrevocable notice (the “Call Exercise Notice”) of the Buyer’s election to exercise the applicable Call Right for the Call Purchase Price. Such Call Exercise Notice may not be exercised by Buyer on any date prior to May 30, 2023 (the period of time between the Effective Date and May 30, 2023, the “Payback Period”). (ii) During the Payback Period, the Company shall have the right to repay (the “Repayment Amount”) the entire outstanding balance of the Debenture, plus a redemption premium of 50%. Notwithstanding anything to the contrary in Section 1(a) or in this Section 1(b), if the Company proposes Buyer receives the Repayment Amount prior to issue the expiration of the Payback Period, then the Buyer will no longer retain any New Ownership InterestCall Right and this Agreement will terminate automatically as of the date of such payment. The Buyer’s right to pay the Repayment Amount shall irrevocably expire at the end of the Payback Period. (iii) By accepting the Call Exercise Notice, the Company will give and Timios shall each Holder of Investor Units and/or Common Units prior written notice of such intentionbe deemed to represent and warrant to the Buyer (and, describing the New Ownership Interest and the priceif applicable, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15its permitted assignee) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest as of the New Ownership Interest for date of the price Call Exercise Notice and upon as of the terms and conditions specified in the notice by giving written notice to Call Right Closing Date that, as applicable, (A) each of the Company and stating therein Timios has full right, title and interest in and to the portion Call Shares; (B) each of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and Txxxxx has all the necessary power, capacity and authority, and has taken all necessary action, to sell, transfer and assign the Call Shares as contemplated by this Section 1; (C) the Call Shares are validly issued, fully paid and nonassessable and free and clear of any and all liens, mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising in favor of the Buyer or state and federal regulations applicable to Timios, and the lien in favor of the Buyer over any Timios Call Shares is a valid, enforceable, perfected lien; (D) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental entity or any other person or entity is required payment on the part of the Company or Timios in order to enable the Company and Timios to sell, transfer and deliver the Call Shares to the Buyer (or its permitted assignee); (E) the representations set forth in Section 1(f) below remain true and accurate as of such date; (F) the value of the Call Shares exceeds the aggregate value of the Obligations, and (G) any other representations and warranties required by the Holders exercising their Preemptive Right will occur no earlier than twenty Buyer as to the operations and assets of the entities being acquired as a result of the acquisition of the Call Shares. (20iv) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail Subject to exercise in full the Preemptive RightsSection 1(c) below, the Company will have one hundred and eighty (180) days thereafter to sell closing of a sale of the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders Call Shares pursuant to this Section 4.5.2. If 1 (the Company has not sold such New Ownership Interest within one hundred eighty “Call Right Closing Date”) shall take place no later than thirty (18030) days following the notice provided pursuant to Section 4.5.2, receipt by the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to of the Holders in Call Exercise Notice. The Buyer shall give the manner provided aboveCompany at least ten (10) days’ written notice of the Call Right Closing Date.

Procedures. Until a Qualified IPO, if the The Company proposes shall make an Offer by giving to issue any New Ownership Interest, the Company will give each Eligible Holder of Investor Units and/or Common Units at least 30 Business Days' prior written notice of such intentionthe proposed Additional Sale. Such notice will (i) identify the class and number of shares or amount of securities proposed to be issued (the "Offered Securities"), describing the New Ownership Interest proposed date of issuance and the price, price and other terms of the terms issuance and conditions upon which the Company proposes (ii) constitute an offer to issue to each such Eligible Holder its Allocated Amount of the New Ownership Interest. Each Holder Offered Securities at the same price and on the same other terms (subject to Section 5.2(c)) as are proposed for such Additional Sale, which offer shall remain open for a period of Investor Units and/or Common Units will have fifteen (15) 15 Business Days from the giving date such notice is given by the Company. Any Offer and any Offered Securities to be made to an Eligible Holder that is a Regulation Y Holder shall provide for such holder to acquire non-voting equivalents of such notice Offered Securities. Each Eligible Holder desiring to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving accept such Offer shall give written notice to the Company and stating therein prior to the portion end of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue 15-Business Day period of such offer or sale; or Offer. Such notice (iia "Notice of Acceptance") will (A) set forth the maximum amount of the Offered Securities which such Eligible Holder has previously suffered elects to purchase (such Eligible Holder's "Subscribed Amount") and (B) constitute an uncured Funding Defaultacceptance of the Offer with respect to such Eligible Holder's Allocated Amount of the Offered Securities. If not all any such Eligible Holder fails to give a Notice of Acceptance, such Eligible Holder shall be deemed to have rejected such Offer in full. At the Holders elect to purchase their Participating Interest closing of an Additional Sale, each Eligible Holder who shall have timely accepted the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders related Offer pursuant to this Section 4.5.2. If 5.2(a) (each, an "Accepting Holder") shall acquire from the Company, and the Company has not sold shall issue to such New Ownership Interest within one hundred eighty Eligible Holder, its Allocated Amount of the Offered Securities at the same price and on the same other terms (180) days following the notice provided pursuant subject to Section 4.5.2, 5.2(c)) as such Additional Sale. The Additional Offeree shall be entitled to acquire at the closing of the related Additional Sale its Allocated Amount of the Offered Securities. Any Offered Securities not issued at such Additional Sale may not thereafter be sold or otherwise issued by the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to an Additional Offeree until they are again offered to the Eligible Holders under the procedures specified in the manner provided abovethis Section 5.1(a).

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the The Company will give each Holder of Investor Units and/or Common Units prior GICRE written notice (a “Large Issuance Notice”) of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes its intention to issue New 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 (or range of prices), anticipated number of shares of New Ownership InterestCommon Stock to be issued, timing and other material terms of the Large Issuance, as well as the number of shares of New Common Stock that GICRE is entitled to purchase pursuant to the Large Issuance Top Up Right. Each Holder of Investor Units and/or Common Units GICRE will have fifteen ten (1510) Business Days from the giving date of the Large Issuance Notice to advise the Company in writing (a “Large Issuance Exercise Notice”) that it intends to 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 notice Large Issuance. Failure by GICRE to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: deliver a Large Issuance Exercise Notice within ten (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (2010) Business Days from the initial date of notice delivery of the Large Issuance Notice shall be deemed a waiver of GICRE’s Large Issuance Top Up Right with respect to such Large Issuance. XXXXX 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 acquisition or disposition of any Company securities while in possession of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect material non-public information may constitute a violation 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 applicable U.S. federal securities to the Holders in the manner provided abovelaws.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days days from the giving date of deemed delivery of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such fifteen (15) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of such Holder’s Pro Rata Share of such New Securities that such Holder did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase such Holder’s full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt deemed delivery of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO(a) If the Contingent Purchase Price becomes payable on or prior to the last calendar day of the eighteen (18) month period following the Closing Date, if then, subject to Section 5 of this Exhibit A, no later than seven (7) calendar days following the Company proposes occurrence of the event making the Contingent Purchase Price payable, Purchaser shall: (i) deliver to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior Seller written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest payment of the New Ownership Interest for Contingent Purchase Price; (ii) pay Two Million Three Hundred Thousand and 00/100 Dollars ($2,300,000.00) to the price Escrow Account by wire transfer of immediately available funds; (iii) pay on behalf of Seller all amounts due to Xx. Xxxxxx X. Mackin and Xxxx Xxxxxxx pursuant to a certificate provided to Seller by Purchaser setting forth the amounts due and wire instructions and upon receipt of releases by Seller, Xx. Xxxxxx X. Mackin and Xxxx Xxxxxxx of any liability on the terms part of Purchaser or Company for such payment; and (iv) pay an amount equal to the Contingent Purchase Price, net of any amounts paid to the Escrow Account pursuant to Section 4(a)(ii) of this Exhibit A and conditions specified any amounts paid to Messrs. Xxxxxx and Xxxxxxx pursuant to Section 4(a)(iii) of this Exhibit A, and net of any Taxes required to be withheld by Purchaser, to Seller by wire transfer of immediately available funds to Seller’s account (as set forth on the Final Certificate and Flow of Funds Memorandum). Further, if at the time the Contingent Purchase Price becomes payable, a Purchaser Party shall have in good faith asserted an indemnification claim(s) in connection with an Excluded Matter (as such term is defined in Section 10 of the notice Agreement) by giving providing written notice to the Company Seller of such claim, under and stating therein the portion in compliance with Section 10 of the New Ownership Interest Agreement, and such claim(s) shall not have been resolved or satisfied, the disputed amount of such claim(s) shall be deducted from the Contingent Purchase Price and paid to the Escrow Account by wire transfer of immediately available funds and the undisputed amount of such claim, net of any Taxes required to be purchased. Notwithstanding withheld by Purchaser, shall be paid to Seller by wire transfer of immediately available funds to Seller’s account (as set forth on the foregoingFinal Certificate and Flow of Funds Memorandum). (b) If the Contingent Purchase Price becomes payable after the last calendar day of the eighteen (18) month period following the Closing Date, then, subject to Section 5 of this Exhibit A, no later than seven (7) calendar days following the Company will not be required to offer or sell such New Ownership Interest to any Member if: occurrence of the event making the Contingent Purchase Price payable, Purchaser shall: (i) such offer or sale would cause deliver to Seller written notice of payment of the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or Contingent Purchase Price; (ii) such Holder has previously suffered an uncured Funding Defaultpay on behalf of Seller all amounts due to Xx. If not all of Xxxxxx X. Mackin and Xxxx Xxxxxxx pursuant to a certificate provided to Seller by Purchaser setting forth the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect amounts due 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 wire instructions and upon receipt of such notice to notify the Company releases by Seller, Xx. Xxxxxx X. Mackin and Xxxx Xxxxxxx of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based any liability on the relative Participating Interests part of Purchaser or Company for such Holderspayment; and (iii) pay an amount equal to the Contingent Purchase Price, if necessary). The issuance net of any New Ownership Interest by the Company amounts paid to Messrs. Xxxxxx and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided Xxxxxxx pursuant to Section 4.5.24(b)(ii) of this Exhibit A and net of any Taxes required to be withheld by Purchaser, to Seller by wire transfer of immediately available funds to Seller’s account (as set forth on the Final Certificate and Flow of Funds Memorandum). Further, if at the time the Contingent Purchase Price becomes payable, a Purchaser Party shall have in good faith asserted an indemnification claim(s) in connection with an Excluded Matter (as such term is defined in Section 10 of the Agreement) by providing written notice to Seller of such claim, under and in compliance with Section 10 of the Agreement, and such claim(s) shall not have been resolved or satisfied, the Company will not thereafter issue or sell any New Ownership Interest without first offering disputed amount of such securities claim(s) shall be deducted from the Contingent Purchase Price and paid to the Holders in Escrow Account by wire transfer of immediately available funds and the manner provided aboveundisputed amount of such claim, net of any Taxes required to be withheld by Purchaser, shall be paid to Seller by wire transfer of immediately available funds to Seller’s account (as set forth on the Final Certificate and Flow of Funds Memorandum).

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to each Major Investor of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Major Investor Units and/or Common Units will shall have fifteen (15) Business Days 20 days from the giving date of mailing of any such notice Notice to agree to purchase its applicable Participating Interest such Major Investor’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein in such notice the portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Major Investor’s Pro Rata Share). Notwithstanding If any Major Investor fails, within such 20-day period, to agree in writing to purchase such Major Investor’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the foregoingright under this Agreement to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase. Promptly after the expiration of such 20-day period, the Company will not be required shall give each Major Investor who has timely agreed to offer or sell purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the number of the Nonpurchasing Holders’ unpurchased Pro Rata Share of such New Ownership Interest to any Member if: Securities (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such “Overallotment Notice”). Each Purchasing Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders shall have the right to acquire purchase such unsubscribed New Ownership Interest. Each such Holder Purchasing Holder’s Pro Rata Share (or any other share agreed to by each Purchasing Holder) of Investor Units and/or Common Units will have five (5) Business Days after receipt the Nonpurchasing Holders’ unpurchased Pro Rata Share of such notice to notify New Securities (the Company of its election “Available Shares”) at any time within 10 days after receiving the Overallotment Notice; provided, however, that if more than one Purchasing Holder elects to purchase all or Available Shares, then each Purchasing Holder shall have the right to purchase the number of Available Shares determined by multiplying the number of Available Shares by a portion fraction (converted to a percentage), the numerator of such unsubscribed New Ownership Interest (allocated based on which is equal to the relative Participating Interests number of such Holders, if necessary). The issuance shares of any New Ownership Interest Fully-Diluted Common Stock then owned by the Company Purchasing Holder and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect denominator of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable is equal to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveaggregate number of shares of Fully-Diluted Common Stock then owned by all Purchasing Holders.

Procedures. Until a Qualified IPO, if (a) If the Company proposes to issue any New Ownership Interestundertake a Rights Offering with one or more Backstop Agents, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to Investor of such intentionits intention to undertake the Rights Offering (the “Rights Offering Notice”), describing the New Ownership Interest price and the price, the terms and conditions upon which the Company proposes to issue offer New Securities in the New Ownership InterestRights Offering and the terms on which the Company proposes to engage a Backstop Agent(s) for the Rights Offering. Each Holder Investor (or its designee) shall have 15 days from receipt of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of any such notice Rights Offering Notice to agree to purchase its applicable Participating Interest of serve as the New Ownership Interest or a Backstop Agent for the price and Rights Offering upon the terms and conditions specified in the notice Rights Offering Notice by giving written notice to the Company and stating therein in such notice the portion of the New Ownership Interest Rights Offering for which Investor will serve as Backstop Agent. (b) If Investor (or its designee) fails to be purchased. Notwithstanding the foregoing, the Company will provide such written notice within such 15 day period or provides written notice that it elects not be required to offer serve as Backstop Agent for all or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all portion of the Holders elect to purchase their Participating Interest of the New Ownership InterestRights Offering, then the Company will promptly notify in writing shall have 90 days from the Holders who do so elect and will offer such Holders expiration of the right periods set forth above 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 engage other Backstop Agents as to notify the Company of its election to purchase all or a any portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such HoldersRights Offering to which Investor has agreed to serve as Backstop Agent and to consummate the Rights Offering, 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 Rightseach case, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were upon terms not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof other Backstop Agents and the stockholders of the Company than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2Rights Offering Notice. If the Company has not sold consummated the Rights Offering within such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2period, then after such period the Company shall not commence any Rights Offering without again first complying with this Section 4. (c) If Investor (or its designee) provides written notice within such 15 day period that it elects to serve as Backstop Agent for all or any portion of the Rights Offering, then the Company and Investor (or its designee) shall promptly thereafter execute and deliver a customary engagement letter providing for the terms on which Investor (or its designee) will not thereafter issue serve as Backstop Agent. 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 rights agreement) or sell 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 Company and Investor (or its designee) consummating any such Rights Offering (including the issuance of any New Ownership Interest without first offering Securities by the Company to Investor (or its designee) in connection with any such Rights Offering). Any such engagement shall be subject to compliance with applicable federal and state securities to the Holders in the manner provided abovelaws.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give (a) The General Partner shall notify TMG in writing during each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: 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 applicable Option without any further obligation to offer or sale would cause such Option Assets to the Company Partnership (including pursuant to be in violation of applicable federal or state securities laws by virtue of such offer or sale; Article VI), or (ii) the General Partner, with the approval of the Conflicts Committee, wishes to cause a Partnership Group Member to exercise such Holder has previously suffered an uncured Funding DefaultOption, subject to the negotiation of the terms of the exercise of such Option pursuant to the provisions of Section 5.2(b). If not all 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 Holders elect Indenture, if applicable) on which it would be willing to purchase their Participating Interest 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 New Ownership InterestOption Term Sheet, then the Company will promptly notify in writing General Partner shall submit to TMG, on behalf of the Holders who do so elect Partnership and will offer such Holders with the right concurrence of the Conflicts Committee, the cash purchase price (the "Proposed Option Price") it is willing to acquire such unsubscribed New Ownership Interest. Each such Holder cause a Partnership Group Member to pay for the applicable Option Assets and that would satisfy the requirements 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 HoldersIndenture, if necessary)applicable. The issuance Thereafter, TMG and the Conflicts Committee shall negotiate the terms of any New Ownership Interest by the Company purchase 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 Companysale in good faith for 60 days. If TMG and the Holders fail Conflicts Committee are unable to exercise in full the Preemptive Rightsagree on such terms during such 60-day period, the Company will have one hundred and eighty (180) days thereafter TMG may attempt to sell the New Ownership Interest in respect applicable Option Assets to a person who is not an Affiliate of which TMG within six months of the Holder’s rights were termination of such 60-day period, provided that the purchase price for such Option Assets may not exercised, at a price be less than 105% of the Proposed Option Price and upon general otherwise shall be on terms and conditions that are not materially no more favorable to the purchasers thereof than proposed purchaser as the terms specified in the Company’s notice to the Holders Option Term Sheet submitted by TMG pursuant to this Section 4.5.25.2(a) with respect to such Option Assets, in each case as determined by written resolution of the Board of Directors of TMG. If 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 Company has not sold General Partner either (A) fails to respond within such New Ownership Interest within one hundred eighty 45-day period or (180B) days following rejects the opportunity by written notice provided of the General Partner, with the approval of the 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 Partnership (including pursuant to Section 4.5.2Article VI). (c) If requested by the General Partner, TMG shall use commercially reasonable efforts to obtain financial statements with respect to any Option Assets purchased by a Partnership Group Member as required under Regulation S-X promulgated by the Company will not thereafter issue Securities and Exchange Commission or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above.successor statute. ARTICLE VI

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions), the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Participation Notice”), describing the amount and type of New Ownership Interest Securities, the price and the price, the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days from the giving date of receipt of any such Participation Notice (the “Notice Period”) to agree in writing to purchase up to such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the portion quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so respond in writing within the Notice Period, then such Rights Holder shall forfeit the right hereunder to purchase its Pro Rata Share of such New Securities. Upon the expiration of the New Ownership Interest to be purchased. Notwithstanding the foregoingNotice Period, the Company will not be required purchaser(s) to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause which the Company proposes to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or issue New Securities may, within fifteen (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (515) Business Days after receipt the expiration of such notice to notify the Company of its election Notice Period, elect to purchase in aggregate all or a any portion of such unsubscribed the Available New Ownership Interest (allocated based on Securities at the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a same or higher price and upon general nonprice terms and conditions materially no not more favorable to the purchasers thereof than specified in the Company’s Participation Notice (for the purposes of this Section 7.4, the number of “Available New Securities” equals (a) the total number of New Securities that the Company intends to issue as described in the Participation Notice less (b) the number of New Securities that the Rights Holders elect to purchase pursuant to the foregoing). In the event that the purchaser(s) does not elect to purchase in aggregate all of the Available New Securities, immediately after fifteen (15) Business Days of the expiration of the Notice Period, the Company shall promptly notify each Rights Holder that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Shareholder”) of the number of Remaining New Securities (for the purposes of this Section 7.4, the number of “Remaining New Securities” equals (x) the total number of New Securities that the Company intends to issue as described in the Participation Notice less (y) the number of New Securities that the Rights Holders and the purchaser(s) elect to purchase pursuant to the foregoing). During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Shareholder may, by giving notice to the Holders Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the Remaining New Securities which is equal to the proportion that the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares, by such Fully Exercising Shareholder bears to the Ordinary Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares then held, by all Fully Exercising Shareholders who wish to purchase such Remaining New Securities. The closing of any sale pursuant to this Section 4.5.27.4 shall occur within one hundred and twenty (120) days of the expiration of the Participation Notice. If In the event that the Company has not issued and sold such New Ownership Interest Securities within such one hundred eighty and twenty (180120) days following the notice provided pursuant to Section 4.5.2period, then the Company will shall not thereafter issue or sell any New Ownership Interest Securities without again first offering such securities New Securities to the Rights Holders in the manner provided abovepursuant to this Section 7.4.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake ---------- an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities in a single transaction or a series of related transactions, it shall give to the Company will give each Holder of Investor Units and/or Common Units prior Preemptive Right Holders a written notice of its intention to issue such intentionNew Securities (the “Participation Notice”), describing the New Ownership Interest amount and the pricetype of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will The Preemptive Right Holders shall have fifteen (15) Business Days from the giving date of receipt of any such Participation Notice (the “Participation Period”) to agree in writing to purchase such Preemptive Right Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving a written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Preemptive Right Holder’s Pro Rata Share). Notwithstanding If any Preemptive Right Holder fails to so agree in writing within such fifteen (15) Business Day period to purchase such Preemptive Right Holder’s full Pro Rata Share of an offering of New Securities, then such Preemptive Right Holder shall forfeit the foregoing, right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase; provided that if any Preemptive Right Holder fails to so agree within such fifteen (15) Business Days’ period solely because the Company will not be required fails to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause comply with the Company to be in violation notice provision of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interestthis Section 4.2, then the Company will promptly notify shall not effect the proposed issuance of any New Securities. If any Preemptive Right Holder fails or declines to exercise its Pro Rata Share in writing full in accordance with this Section 4, the Holders who do so elect and will offer such Holders Company shall give a written notice (the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have “Second Participation Notice”) within five (5) Business Days after receipt of such notice following the Participation Period to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their other Preemptive Right will occur no earlier than twenty Holders who have exercised their respective Pro Rata Share in full. Each such Preemptive Right Holder shall have fifteen (2015) Business Days from the initial date of notice receipt of any such issuance Second Participation Notice (the “Second Participation Period”) to notify the Company in writing of its desires to purchase more than its Pro Rata Share of the New Securities and state therein the number of the additional New Securities it proposes to purchase (the “Additional Number”); provided, further, that Alibaba and NS shall have the right to exercise such overallotment right only if after exercising such overallotment right, the total shareholding percentage of Alibaba and NS in the Company (calculated on a fully-diluted and as-converted basis) does not exceed twenty percent (20%). If, as a result thereof, such oversubscription exceeds the total number of the New Securities available for purchase, each oversubscribing Preemptive Right Holder will be cut back by the Company. If Company with respect to its oversubscription to that number of the Holders fail New Securities equal to exercise in full the lesser of (i) the Additional Number or (ii) the product obtained by multiplying (x) the number of the remaining New Securities available for subscription by (y) a fraction, the numerator of which is the number of Common Shares (calculated on an as-converted but not fully-diluted basis) held by such oversubscribing Preemptive Right Holder immediately prior to the issuance of New Securities giving rise to the Preemptive Rights, Right and the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect denominator of which is the Holder’s rights were total number of Common Shares (calculated on an as-converted but not exercised, at a price and upon general terms and conditions materially no more favorable fully-diluted basis) held by all oversubscribing Preemptive Right Holders immediately prior to the purchasers thereof than specified in the Company’s notice issuance of New Securities giving rise to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovePreemptive Right.

Procedures. Until a Qualified IPO, if (a) If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to Investor of such intentionits intention to issue New Securities (the “ROFO Notice”), describing the type of New Ownership Interest Securities and the price, price and the terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder Investor (or its designee) shall have 15 days from receipt of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of any such notice ROFO Notice to agree to purchase its applicable Participating Interest up to Investor’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice 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 Investor’s Pro Rata Share). (b) If Investor (or its designee) fails to provide such written notice within such 15 day period or provides written notice that it elects not to purchase all or any portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership InterestSecurities, then the Company will promptly notify in writing shall have 90 days from the Holders who do so elect and will offer such Holders expiration of the right periods set forth above to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase sell all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights Securities that were not exercisedagreed to be purchased by Investor, at a price not less than, and upon general terms and conditions not materially no more favorable to the purchasers thereof than of such New Securities than, specified in the Company’s notice to the Holders pursuant to this Section 4.5.2ROFO Notice. If the Company has not issued and sold such New Ownership Interest Securities within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2such period, then after such period the Company will shall not thereafter issue or sell any New Ownership Interest Securities without again first offering complying with this Section 3. (c) If Investor (or its designee) provides written notice within such securities 15 day period that it elects to purchase any or all of 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 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 Holders in Company as a result of the manner provided aboveCompany and Investor (or its designee) consummating any such sale or issuance of New Securities by the Company to Investor (or its designee). Any such sale or issuance to Investor (or its designee) shall be subject to compliance with applicable federal and state securities laws.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter Offering Service Provider desires to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders Unrestricted Incentive Units pursuant to this Section 4.5.2. If 10.07, such Offering Service Provider shall deliver to the Company not more than ninety (90) days after the date of termination of the Service Provider’s employment or other engagement a written notice (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, the Offering Service Provider represents and warrants to the Company that: (A) the Offering Service Provider has not sold full right, title and interest in and to 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 Ownership Interest within one hundred eighty Offered Unrestricted Incentive Units as contemplated by this Section 10.07; and (180C) 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. The Offering Service Provider shall have the right to irrevocably rescind the Service Provider Sale Notice for a period of ten (10) days following the notice provided delivery of such calculation. (iv) Subject to Section 10.07(c) below, the closing of any sale of Offered Unrestricted Incentive Units pursuant to 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 Section 4.5.210.07(b)(iii) above. Subject to the existence of any Delay Condition, the Company will not thereafter issue shall pay the Put Purchase Price for the Offered Unrestricted Incentive Units by certified or sell any New Ownership Interest without first offering such securities to official bank check or by wire transfer of immediately available funds. The Company shall give the Holders in Offering Service Provider at least ten (10) days’ written notice of the manner provided abovedate of closing, which notice shall include the method of payment selected by the Company.

Procedures. Until a Qualified IPO, if (a) If the Company proposes intends to issue any undertake an issuance of New Ownership InterestSecurities, the Company will give each Holder of Investor Units and/or Common Units prior shall issue a written notice (the “First Participation Notice”) to each Persons entitled to the Right of Participation (the “Participation Right Holder”) specifying the amount and price of such intention, describing the New Ownership Interest Securities and the price, general provisions of the terms and conditions upon which subscription of such New Securities. Each Participation Right Holder may exercise the Right of Participation through issuance of a written notice to the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have within fifteen (15) Business Days from upon the giving date of such notice to agree to purchase its applicable Participating Interest receipt of any First Participation Notice, and the Participation Right Holder shall specify the quantity of the New Ownership Interest Securities which it agrees to subscribe for in accordance with the price price, and upon the terms and conditions specified in the First Participation Notice in such written notice by giving (not to exceed the New Securities which the Participation Right Holder is entitled to 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 subsection (a) above (the “Participation Investor”). Each Participation Investor may give a written notice to the Company and stating therein specifying the portion amount of the New Ownership Interest Securities it intends to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest subscribe for on top of the New Ownership Interest, then Securities which such Investor is entitled to subscribe for according to its Pro Rata Share (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 Additional Quantity”) within five (5) Business Days after of the date of receipt of such the Investor Participation Notice (the “Investor Participation Period”). Failure of delivery of the written notice of the subscription of the Investor Additional Quantity to notify the Company of its election within the Investor Participation Period will render the Participation Investor losing the right 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 CompanyInvestor Additional Quantity. If the Holders fail above conduct leads to exercise in full the Preemptive Rightssum 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 one hundred 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 eighty the Company shall notify such Participation Investor within ten (18010) Business days thereafter following the 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 Ownership Interest Securities specified in the First Participation Notice (with respect to the part of New Securities upon which the Holder’s rights were not exercised, no Party has exercised its Right of Participation) at a price and upon general terms and conditions materially of or higher than the price provided in the First Participation Notice, or on no more favorable to the purchasers thereof terms than specified that in the Company’s notice to First Participation Notice (for non-price terms) within ninety (90) days following the Holders pursuant to this Section 4.5.2expiry of the related period. If the Company has not sold fails to sell such New Ownership Interest Securities within one hundred eighty such ninety (18090) days following the notice provided pursuant to Section 4.5.2days’ period, the Company will shall not thereafter issue or sell any New Ownership Interest without first offering such securities Securities to any Person other than the Holders Participation Right Holder before the re-exercise of the Right of Participation by the Participation Right Holder in accordance with the manner provided abovesubsection (a), (b), (c) and (d).

Procedures. Until (i) The purchase and sale of the Warrants and the Warrant Shares pursuant to a Qualified IPO, if Put Right shall be consummated on a date selected by the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units upon at least 15 days’ prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein Holders which have given the portion relevant Put Notice(s), which date in no event shall be earlier than the date 30 days, nor later than the date 60 days, after the determination of the New Ownership Interest to be purchasedPut Price Per Share as of the Put Notice Date (the “Put Closing Date”). Notwithstanding On the foregoingPut Closing Date, the Company will not be required shall purchase from the Holder or Holders which have given such Put Notice(s), and such Holder or Holders shall sell to offer or sell the Company, the Warrants and/or the Warrant Shares specified in such New Ownership Interest Put Notice(s): (A) in the case of each Warrant Share so purchased, at a purchase price equal to any Member if: the Put Price Per Share as of the Put Notice Date; and (iB) in the case of each Warrant so purchased at a purchase price equal to (1) the product of (x) the Put Price Per Share as of the Put Notice Date, and (y) the number of Warrant Shares for which such offer or sale would cause Warrant is exercisable as of the Put Notice Date, minus (2) an amount equal to the aggregate Exercise Price as of the Put Notice Date for such number of Warrant Shares. Payment of the purchase price for the Warrants and/or the Warrant Shares so purchased by the Company to shall be made by wire transfer in violation of applicable federal or state securities laws by virtue of such offer or sale; or immediately available funds. (ii) such Holder has previously suffered an uncured Funding Default. If not the Company is prohibited from purchasing all of the Holders elect Warrants and/or Warrant Shares put to purchase their Participating Interest it pursuant to a Put Notice (A) in the case of any Warrants or Warrant Shares, because (1) of the New Ownership Interestexistence of a contractual restriction contained in any agreement or instrument governing or evidencing the Senior Debt (as in effect on the date hereof or as hereinafter amended in accordance with the provisions of the Senior Subordination Agreement), or (2) the Company does not have sufficient funds legally available therefor under applicable law, or (B) in the case of any Warrants originally allocated to the Junior Subordinated Notes (as shown on Schedule 2.2 hereto) or any Warrant Shares issued upon exercise of those Warrants, because of the existence of a contractual restriction contained in the Senior Subordinated Note Purchase Agreement (as in effect on the date hereof or as hereinafter amended in accordance with the provisions of the Junior Subordination Agreement), then the Company shall give notice (a “Put Response Notice”) to each Holder of Warrants and/or Warrant Shares of the type the Company is so prohibited from purchasing in whole or in part (the “Effected Warrants” and the “Effected Warrant Shares”) which has delivered such Put Notice of (1) the reason that it is unable to purchase all Effected Warrants and Effected Warrant Shares put to it pursuant to a Put Notice, including (x) if due to a deficiency, the computation thereof, and/or (y) if due to a contractual restriction, the nature of the provisions which have been or would be breached and if such provisions are financial covenants, a computation of the amounts or ratios setting forth the deficiencies with respect to such covenants, and (2) the aggregate amount of such Effected Warrants and Effected Warrant Shares, if any, which it will promptly notify in writing be able to lawfully purchase without violating any such contractual restriction, which Put Response Notice shall be delivered within 30 days of the Holders who do so elect determination of the Put Price Per Share as of the Put Notice Date and will offer such Holders shall be given together with the right notice of the Put Closing Date, if any, given by the Company pursuant to acquire such unsubscribed New Ownership Interestthe first sentence of Section 6.4(b)(i). Each such Holder of Investor Units shall have the right to withdraw its Put Notice with respect to any Effected Warrants and/or Common Units will have five Effected Warrant Shares by delivering a notice (5a “Put Withdrawal Notice”) Business Days after receipt of such notice to notify the Company at any time prior to the tenth day immediately preceding the Put Closing Date or, if none is set in the Put Response Notice (or in a separate notice given together therewith), prior to the tenth day immediately preceding the last day on which a Put Closing could occur pursuant to the first sentence of its election Section 6.4(b)(i) hereof. If any such Holders have not timely delivered Put Withdrawal Notices, the Company thereupon shall purchase from such Holders the aggregate amount of Effected Warrants and Effected Warrant Shares, if any, it may purchase on such date with funds legally available under applicable law for such purpose and without violating (A) in the case of any Warrants or Warrant Shares, any contractual restriction contained in any agreement or instrument governing or evidencing the Senior Debt (as in effect on the date hereof or as hereinafter amended in accordance with the provisions of the Senior Subordination Agreement), or (B) in the case of any Warrants originally allocated to the Junior Subordinated Notes (as shown on Schedule 2.2 hereto) or any Warrant Shares issued upon exercise of those Warrants, any contractual restriction contained in the Senior Subordinated Note Purchase Agreement (as in effect on the date hereof or as hereinafter amended in accordance with the provisions of the Junior Subordination Agreement). Such purchase all or a portion of shall be allocated among such unsubscribed New Ownership Interest (allocated Holders which have not timely delivered Put Withdrawal Notices pro rata, based on the relative Participating Interests ratio of the number of Effected Warrant Shares put to the Company (including Warrant Shares issuable upon the exercise of Effected Warrants put to the Company) by each such Holder to the number of Effected Warrant Shares put to the Company (including Warrant Shares issuable upon the exercise of Effected Warrants put to the Company) by all such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following is prohibited from purchasing any Warrants and/or Warrant Shares upon the notice provided exercise by a Holder of a Put Right for any of the reasons described in the first sentence of this Section 6.4(b)(ii), then the Company shall use its commercially reasonable 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 Shares put to it pursuant to Section 4.5.2a Put Notice and/or to obtain relief from any contractual restriction in order to enable it to make the required payments, including through effecting a Financing, obtaining the consent of requisite number of holders of Indebtedness or otherwise, in each case, as soon as possible. (iii) If the Company will not thereafter issue is prohibited from purchasing some or sell all Warrants and/or Warrant Shares upon the exercise by a Holder of a Put Right for any New Ownership Interest without first offering such securities to of the Holders reasons described in the manner provided above.first sentence of Section 6.4(b)(ii) and such Holder shall not have timely delivered a Put Withdrawal Notice, then: (A) the Put Price Per Share for such Holder with respect to such unpurchased Warrants and/or Warrant Shares shall become an accruing liability of the

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall first give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of deemed delivery under Section 6.1 of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Purchasing Holders who do so elect and will offer are seeking to exercise such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have overallotment right, at any time within five (5) Business Days days after receipt deemed delivery under Section 6.1 of such notice to notify the Company Overallotment Notice. As used herein, the term “Subsidiary” shall mean any corporation, limited liability company, partnership or other entity of its election to purchase all which at least fifty percent (50%) of the outstanding voting stock or a portion of such unsubscribed New Ownership Interest (allocated based on other ownership interests having ordinary voting power is at the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest time owned directly or indirectly by the Company and required payment or by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice one or more of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rightssubsidiary corporations, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercisedlimited liability companies, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue partnerships or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveother entities.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any ---------- undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Notice"), ------ describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase up to such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchasedpurchased (not to exceed such Rights Holder's Pro Rata Share). Notwithstanding the foregoingterms set forth in the Notice, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such each Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders shall have the right to acquire pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from day period to purchase up to such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the initial date right -------------------- hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the ----------------- failure of any Nonpurchasing Holder to purchase such issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"Overallotment Notice"). If Each Purchasing Holder shall have a right of -------------------- overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holder's unpurchased Pro Rata Share of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if (a) If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (other than the Initial Rights Offering, the Company will transactions contemplated by the Securities Purchase Agreement or any Follow On Rights Offering), it shall give each Holder of Investor Units and/or Common Units prior written notice to the Stockholder of such intentionits intention to issue New Securities (the “ROFO Notice”), describing the type of New Ownership Interest Securities and the price, price and the terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder The Stockholder (or its designee) shall have 15 days from receipt of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of any such notice ROFO Notice to agree to purchase its applicable Participating Interest up to the Stockholder’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice 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 the Stockholder’s Pro Rata Share). (b) If the Stockholder (or its designee) fails to provide such written notice within such 15 day period or provides written notice that it elects not to purchase all or any portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership InterestSecurities, then the Company will promptly notify in writing shall have 90 days from the Holders who do so elect and will offer such Holders expiration of the right periods set forth above to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase sell all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest Securities that were not agreed to be purchased by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercisedStockholder, at a price not less than, and upon general terms and conditions not materially no more favorable to the purchasers thereof than of such New Securities than, specified in the Company’s notice to the Holders pursuant to this Section 4.5.2ROFO Notice. If the Company has not issued and sold such New Ownership Interest Securities within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2such period, then after such period the Company will shall not thereafter issue or sell any New Ownership Interest Securities without again first offering complying with this Error! Reference source not found. (c) If the Stockholder (or its designee) provides written notice within such securities 15 day period that it elects to purchase any or all of 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 Holders Stockholder (or its designee) on the terms set forth in the manner provided aboveROFO 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 result of the Company and the Stockholder (or its designee) consummating any such sale or issuance of New Securities by the Company to the Stockholder (or its designee). Any such sale or issuance to the Stockholder (or its designee) shall be subject to compliance with applicable federal and state securities laws.

Procedures. Until In order to trigger the Equity Conversion, the Required Holders shall provide a Qualified IPOwritten notice of Equity Conversion (the “Conversion Voting Notice”) to the Trustee and the Company, signed by the Required Holders or their legal representatives (together with DTC or Euroclear participant or custodian confirmation of the Required Holders’ beneficial ownership of the Notes). As promptly as practicable after the receipt by the Company of the Conversion Voting Notice, the Company and the Junior PIK Notes Director (or, if the Company proposes to issue Junior PIK Notes Director is not serving for any New Ownership Interestreason, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes Required Holders pursuant to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving a written notice to the Company Trustee and stating therein the portion Company, signed by the Required Holders or their legal representatives, certifying and providing evidence that the signatories of such notice are Holders who together hold more than 50% in outstanding principal amount of the New Ownership Interest Notes (excluding any Holders that are Affiliates of the Company)) shall mutually select an independent investment banking firm of national standing (the “Appraiser”) that shall determine the conversion rate per US$1,000 principal amount of Notes (including voting rights) for the Equity Conversion (the “Conversion Rate”) based on the Company’s total equity value as of the date of the Conversion Voting Notice. As promptly as practicable and not later than 10 Business Days after the Conversion Rate has been delivered in writing to be purchased. Notwithstanding the foregoingCompany by the Appraiser, the Company will not be Company, or the Trustee at the direction of the Company, shall mail a notice (the “Conversion Notice”) to the Holders, with a copy to the Trustee. The Conversion Notice, which shall govern the terms of the settlement of the Equity Conversion, shall include such disclosures as are required by applicable law and shall state, to offer or sell such New Ownership Interest to any Member ifthe extent applicable: (i) such offer the effective date of the Equity Conversion (the “Conversion Date”), which shall be a date that is at least 10 days but not more than 60 days after the date of the Conversion Notice, subject to any adjustments that may be required by the Company’s bylaws or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or salelaw; or (ii) the Conversion Rate; (iii) any additional steps or procedures necessary to implement the Equity Conversion, including any such Holder has previously suffered an uncured Funding Default. If not all steps or procedures that may be required by the Company’s bylaws or applicable law; and (iv) the name and address of the Holders elect Paying Agent and any other agent with responsibilities relating to purchase their Participating Interest of the New Ownership InterestEquity Conversion. Unless and until the Trustee shall receive a Conversion Notice, then the Trustee may assume without inquiry that no Equity Conversion has occurred. On the Conversion Date, the Company will promptly notify in writing shall issue and shall deliver or shall cause issuance and delivery to each Holder at the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all office or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest agency maintained by the Company and required payment by for such purpose pursuant to Section 4.02, a certificate or certificates for the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from number of Company Shares issuable upon the initial date of notice conversion of such issuance by Holder’s Notes at the Conversion Rate, in accordance with the Company’s bylaws and applicable law. Upon the settlement of the Equity Conversion on the Conversion Date, the Trustee shall promptly cancel all outstanding Notes and PIK Interest shall cease to accrue on such Notes. Each conversion shall be deemed to have been effected with respect to the Notes on the Conversion Date, and the Person in whose name any certificate or certificates for Company Shares are issuable upon such conversion shall be deemed to have become on such date the holder of record of the Company Shares represented thereby. No fractional Company Shares shall be issued upon conversion of Notes. If any fractional portions of Company Shares would otherwise be issuable upon the Holders fail to exercise in full the Preemptive Rightsconversion of any Notes, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect shall deliver a number of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable Company Shares rounded up to the purchasers thereof than specified in the Company’s notice to the Holders nearest whole number of Company Shares. The Company shall not take any action pursuant to this Section 4.5.2. If Article XI without complying, if applicable, with any applicable rules of any stock exchange on which the Company has not sold such New Ownership Interest within one hundred eighty (180) days following Shares are listed at the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboverelevant time.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause Each director of the Company 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 vote for such Preferred Director. A special meeting of the holders of the Preferred Stock entitled to vote with respect to filling the vacancy shall be called and held as promptly as practicable after any such 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 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 vote. In connection with any special meeting to be held for the 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 be permitted to participate at such meeting. If any 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 entitled to vote may designate in violation writing one of applicable federal or state securities laws their number to call the meeting, and the meeting may be called by virtue 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 offer or sale; or meeting. (ii) such Holder has previously suffered an uncured Funding Default. If not all Any special meeting of the Holders elect holders of shares of Preferred Stock to purchase their Participating Interest vote for the election of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders directors pursuant to this Section 4.5.2. If section 6(c) shall be held in the city in which the next preceding annual meeting of stockholders of the Company has not sold such New Ownership Interest within one hundred eighty (180) days following was held. At a special or annual meeting for the notice provided pursuant to Section 4.5.2election of directors by the holders of shares of Preferred Stock, the Company will not thereafter issue presence in person or sell 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 New Ownership Interest special meeting to be held for the 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 be permitted to participate at such meeting. A majority of the holders of the shares of Preferred Stock entitled to vote thereon present in person or by proxy shall have the power to adjourn the meeting for the purpose of such election, from time to time without first offering such securities 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 Holders in nominees receiving a plurality of the manner provided abovevotes entitled to be cast shall be elected.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give written notice to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days thirty days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). Notwithstanding the terms set forth in the Notice, each Rights Holder shall have the right to pay cash for New Securities offered in the Notice. If any Rights Holder fails to so agree in writing within such ten day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase and the Company shall promptly give each Rights Holder (if any) who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to unpurchase such Nonpurchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holder’s unpurchased Pro Rata Share of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders elect to purchase their Participating Interest of at any time within five days after receiving the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give (a) The General Partner shall notify TMG in writing during each Holder of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: 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 applicable Option without any further obligation to offer or sale would cause such Option Assets to the Company Partnership (including pursuant to be in violation of applicable federal or state securities laws by virtue of such offer or sale; Article VI), or (ii) the General Partner, with the approval of the Conflicts Committee, wishes to cause a Partnership Group Member to exercise such Holder has previously suffered an uncured Funding DefaultOption, subject to the negotiation of the terms of the exercise of such Option pursuant to the provisions of Section 5.2(b). If not all 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 Holders elect Indenture, if applicable) on which it would be willing to purchase their Participating Interest 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 New Ownership InterestOption Term Sheet, then the Company will promptly notify in writing General Partner shall submit to TMG, on behalf of the Holders who do so elect Partnership and will offer such Holders with the right concurrence of the Conflicts Committee, the cash purchase price (the “Proposed Option Price”) it is willing to acquire such unsubscribed New Ownership Interest. Each such Holder cause a Partnership Group Member to pay for the applicable Option Assets and that would satisfy the requirements 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 HoldersIndenture, if necessary)applicable. The issuance Thereafter, TMG and the Conflicts Committee shall negotiate the terms of any New Ownership Interest by the Company purchase 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 Companysale in good faith for 60 days. If TMG and the Holders fail Conflicts Committee are unable to exercise in full the Preemptive Rightsagree on such terms during such 60-day period, the Company will have one hundred and eighty (180) days thereafter TMG may attempt to sell the New Ownership Interest in respect applicable Option Assets to a person who is not an Affiliate of which TMG within six months of the Holder’s rights were termination of such 60-day period, provided that the purchase price for such Option Assets may not exercised, at a price be less than 105% of the Proposed Option Price and upon general otherwise shall be on terms and conditions that are not materially no more favorable to the purchasers thereof than proposed purchaser as the terms specified in the Company’s notice to the Holders Option Term Sheet submitted by TMG pursuant to this Section 4.5.25.2(a) with respect to such Option Assets, in each case as determined by written resolution of the Board of Directors of TMG. If 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 Company has not sold General Partner either (A) fails to respond within such New Ownership Interest within one hundred eighty 45-day period or (180B) days following rejects the opportunity by written notice provided of the General Partner, with the approval of the 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 Partnership (including pursuant to Section 4.5.2Article VI). (c) If requested by the General Partner, TMG shall use commercially reasonable efforts to obtain financial statements with respect to any Option Assets purchased by a Partnership Group Member as required under Regulation S-X promulgated by the Company will not thereafter issue Securities and Exchange Commission or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovesuccessor statute.

Procedures. Until a Qualified IPOA. If, if the Company proposes to issue any New Ownership Interestin accordance with this Article 3, the Company will determines to issue additional Equity Securities, it shall cause an officer to give each Holder Stockholder notice, specifying in reasonable detail the nature and type of Investor Units and/or Common Units prior written notice of such intention, describing the New Ownership Interest securities being offered and the priceprice at which they are being offered, the terms and conditions upon which the Company proposes to issue the New Ownership Interestat least twenty-one (21) days before issuing any such securities. Each Holder of Investor Units and/or Common Units will have fifteen Within twenty (1520) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest days of the New Ownership Interest for receipt of that notice, each Stockholder shall have the price and upon the terms and conditions specified in the notice right, by giving written notice to the Company 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 stating therein the portion of the New Ownership Interest related rights hereunder must give to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such written notice to notify the Company of its election to purchase all or up to a portion specified number of such unsubscribed New Ownership Interest (allocated based the securities proposed to be offered by the close of business on the relative Participating Interests 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 such Holdersthe offer and designate a number of Shares (or, if necessary). The issuance applicable, a value of any New Ownership Interest securities) to be purchased by such Stockholder, which number may be fewer than, equal to, or more than 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 number of notice of Shares that such issuance by the CompanyStockholder has a right to purchase under Section 3.1. If any Stockholder does not elect to purchase all of the Holders fail offered Equity Securities that it has right to exercise purchase under Section 3.1, the securities remaining shall be allocated to each other electing Stockholder in full one or more successive allocations, up to the Preemptive Rightsnumber or amount of 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 maximum number of shares that they are entitled to purchase. C. Not later than ten (10) days after the date on which this offer of rights expires, the Company will have shall notify each electing Stockholder of the time and place of closing, the number or amount of securities allotted to it, and the purchase price therefor, whereupon each such electing stockholder shall become legally obligated to purchase such securities at the price and on the terms 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 and eighty twenty (180120) days thereafter to sell on the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified set forth in the Company’s original notice to the Holders pursuant to this Section 4.5.2Stockholders. If Any of the Company has Equity Securities 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 during that period may not thereafter issue or sell any New Ownership Interest be sold without first offering such securities to complying with the Holders in the manner provided aboverequirements of this Article 3.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holders Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Rights Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 6.1 hereof. Each Rights Holder shall have thirty (30) days (or such shorter period as may be agreed to by holders of Investor Units and/or at least eighty percent (80%) of the then outstanding shares of Preferred Stock and Common Units will have fifteen (15Stock then held by the Investors, voting together as a single class on an as-converted basis) Business Days from the giving delivery of such notice Notice to agree in writing to purchase its applicable Participating Interest such Rights Holder’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such thirty (30) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his, her or its Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his, her or its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by time within ten (10) days after receiving the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the CompanyOverallotment Notice. If the Holders fail consideration for any New Securities is in a form other than cash, each Rights Holder shall be entitled to pay cash equal to the fair market value of such consideration to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s such Rights Holders’ rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovehereunder.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any offer or sell New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to each Investor of its bona fide intention to offer or sell such intentionNew Securities (the “Notice”), describing the number or amount of New Ownership Interest Securities and the price, the price and terms and conditions upon which the Company proposes to issue the offer or sell such New Ownership InterestSecurities. Each Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days 15 business days from the giving date of such notice Notice to agree elect to purchase its applicable Participating Interest or acquire up to such Investor’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon on the terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein in such notice the number or amount of New Securities to be purchased or acquired (not to exceed such Investor’s Pro Rata Share). If any Investor fails to so agree in writing within such 15 business day period to purchase or acquire all or any portion of such Investor’s Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right under this Agreement to purchase or acquire that part of its Pro Rata Share of such New Ownership Interest Securities that such Nonpurchasing Holder did not so elect to be purchasedpurchase or acquire. Notwithstanding Promptly after the foregoingexpiration of such 15 business day period, the Company will not be required shall give each Investor who has timely elected to offer purchase or sell acquire its full Pro Rata Share of such New Ownership Interest to any Member if: Securities (ia “Purchasing Holder”) such offer written notice of the number or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue amount of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of New Securities that the Nonpurchasing Holders failed to elect to purchase their Participating Interest of or acquire (the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders “Overallotment Notice”). Each Purchasing Holder shall have the right to elect to purchase or acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five Purchasing Holder’s Pro Rata Share (5or any other share agreed to by each Purchasing Holder) Business Days after receipt of such notice to notify New Securities at any time within five business days after receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until In the event that a Qualified IPOXxxxxxxx Entity acquires Restricted Assets valued or having an original cost in excess of $20 million at the time of the acquisition, if as determined by Xxxxxxxx, in its reasonable sole discretion, then not later than six (6) months after the Company proposes consummation of the acquisition by such Xxxxxxxx Entity of the Restricted Assets, such Xxxxxxxx Entity shall notify the General Partner of such purchase and offer the Partnership Group the opportunity to issue purchase such Restricted Assets. As soon as practicable, but in any New Ownership Interestevent, within sixty (60) days after receipt of such notification, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing General Partner shall notify the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: Xxxxxxxx Entity that either (i) the General Partner has elected not to cause a member of the Partnership Group to purchase such offer Restricted Assets, in which event such Xxxxxxxx Entity shall be forever free to continue to own or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of operate such offer or sale; Restricted Assets, or (ii) such Holder the General Partner has previously suffered an uncured Funding Default. If not all elected to cause a member of the Holders elect Partnership Group to purchase their Participating Interest such Restricted Assets, in which event the following procedures shall be followed: (a) Within thirty (30) days of receipt of the New Ownership Interestnotice from the General Partner that the General Partner has elected to cause a member of the Partnership Group to purchase the Restricted Assets, then Xxxxxxxx shall submit an offer to the Company will promptly notify General Partner to sell the Restricted Assets (the "Xxxxxxxx Offer") to any member of the Partnership Group selected by the General Partner on the terms and for the consideration stated in writing the Holders who do so elect Xxxxxxxx Offer; (b) Xxxxxxxx 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 General Partner shall negotiate after receipt of such notice Xxxxxxxx Offer by the General Partner, the terms on which the Restricted Assets will be sold to notify a member of the Company Partnership Group. Xxxxxxxx shall provide all information concerning the business, operations and finances of its election such Restricted Assets as may be reasonably requested by the General Partner. (i) If Xxxxxxxx and the General Partner agree on such terms within sixty (60) days after receipt by the General Partner of the Xxxxxxxx Offer, the General Partner shall cause a member of the Partnership Group to purchase all or the Restricted Assets on such terms as soon as commercially practicable after such agreement has been reached; (ii) If Xxxxxxxx and the General Partner are unable to agree on the terms of a portion sale during the 60-day period after receipt by the General Partner of the Xxxxxxxx Offer, Xxxxxxxx and the General Partner will engage an independent investment banking firm with a national reputation to determine the fair market value of the Restricted Assets. In determining the fair market value of the Restricted Assets, the investment banking firm will have access to the proposed sale and purchase values for the Restricted Assets submitted by Xxxxxxxx and the General Partner, respectively. Such investment banking firm will determine the value of the Restricted Assets within thirty (30) days and furnish Xxxxxxxx and the General Partner its opinion of such unsubscribed New Ownership Interest (allocated based on value. The fees of the relative Participating Interests investment banking firm's appraisal will be split equally between Xxxxxxxx and the MLP. Upon receipt of such Holdersopinion, the General Partner will have the option, but not the obligation to: (A) cause a member of the Partnership Group to purchase the Restricted Assets in accordance with the following process: (1) if necessary). The issuance the valuation of any New Ownership Interest the investment banking firm is in the range between the proposed sale/purchase values of Xxxxxxxx and the General Partner, the General Partner will have the right to cause a member of the Partnership Group to purchase the Restricted Assets at the valuation submitted by the Company and required payment investment banking firm; (2) if the valuation of the investment banking firm is less than the proposed purchase value submitted by the Holders exercising their Preemptive Right General Partner, the General Partner will occur no earlier than twenty (20) Business Days from have the initial date right to cause a member of notice of such issuance the Partnership Group to purchase the Restricted Assets for the amount submitted by the Company. If General Partner; and (3) if the Holders fail to exercise in full valuation of the Preemptive Rightsinvestment banking firm is greater than the proposed sale value submitted by Xxxxxxxx, the Company General Partner will have one hundred the right to cause a member of the Partnership Group to purchase the Restricted Assets for the amount submitted by Xxxxxxxx; or (B) decline to purchase such Restricted Assets, in which event the Xxxxxxxx Entity forever will be free to continue to own and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold operate 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 aboveRestricted Assets.

Procedures. Until Purchaser and Purchaser’s Representatives shall conduct all Purchaser Investigations strictly in accordance with the following procedures: (i) All Purchaser Investigations at the Property shall be conducted during the normal business hours of the Property on Business Days, unless Seller otherwise approves in writing and upon appropriate notice to tenants as required under any Leases. (ii) Purchaser shall deliver to Seller a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intentionPurchaser’s intent to perform any Purchaser Inspection at the Property, describing in each case at least one (1) Business Day prior to the New Ownership Interest and the price, the terms and conditions upon which the Company proposes intended date of entry (notice to issue the New Ownership InterestBxxxx Xxxxxxx by electronic mail at bxxxxxxx@xxxxxxxxxx.xxx shall satisfy this notice requirement). Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest shall specify the Property and shall provide (A) the intended date of the New Ownership Interest for the price entry and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest Property to be purchasedentered, (B) a description of the proposed Purchaser Investigations, including, without limitation, a list of contractors who will be performing the proposed Purchaser Investigations, and (C) in the instance of a physically invasive test otherwise permitted hereunder, a copy of Purchaser’s testing plan outlining the tests that Purchaser intends to perform, and such other information reasonably requested by Seller in connection with such physically invasive testing. Neither Purchaser nor any Purchaser’s Representative shall enter any portion of any Property until Seller has given written approval of both the request and any testing plan, which approval may be given by electronic mail to Jxxxx Xxxxxx at jxxxxxx@xxxxxxxxxxxx.xxx. (iii) A representative of Seller shall have the right, but not the obligation, to be present during any Purchaser Investigation. (iv) Neither Purchaser nor any Purchaser’s Representative shall interfere unreasonably with the use, occupancy or enjoyment rights of any tenants, occupants, invitees, employees or contractors of Seller at the Property or of any such tenants’ or occupants’ employees, contractors, customers or guests. (v) Purchaser shall have no right to make inquiries of tenants, occupants, invitees, employees or contractors of Seller without Seller’s prior written consent, which may be conditioned upon an agent or representative of Seller accompanying Purchaser or Purchaser’s Representatives during such inquiries. (vi) Purchaser shall have the right to make customary inquiries to confirm existing factual matters or to request publicly available information, in either case, with regard to the Property, arising in connection with (A) a Phase I environmental site assessment, (B) a third-party zoning compliance report, (C) a zoning compliance letter from applicable governmental authorities, (D) a request for copies of permits and licenses, including certificates of occupancy, (E) a request to the applicable Governmental Authorities as to the status of the existing development rights or entitlements with respect to the Property, or (F) taxes attributable to the Property. Notwithstanding the foregoing, neither Purchaser nor any Purchaser Representative shall affirmatively request any governmental or quasi-governmental agency to undertake any action which would or could lead to a hearing before any governmental or quasi-governmental agency, or which would or could lead to a note or notice of violation of law or municipal ordinance, order or requirement imposed by such an agency, at the Company will not be required Property, or any change in zoning, licenses, permits or other entitlements or any investigation or restriction on the use of the Property or any part thereof by such an agency, except to offer the extent that Seller provides prior written consent to such inquiries in Seller’s sole discretion. (vii) Following each entry by Purchaser or sell such New Ownership Interest any Purchaser’s Representative with respect to any Member if: (i) such offer Purchaser Investigation, Purchaser shall promptly restore, or sale would cause the Company to be restored, the Property to substantially the same condition as existed immediately prior to the Purchaser Investigation. Except in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If connection with radon testing, Purchaser shall not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders have the right to acquire such unsubscribed New Ownership Interestsubmit any samples or other materials to any testing laboratory or similar facility without obtaining the prior written consent of Seller in Seller’s sole discretion. The restoration provisions of this subsection shall survive the termination or expiration of this Agreement. (viii) Prior to entering onto the Property to conduct any Purchaser Investigation, Purchaser shall obtain (or shall cause Purchaser’s Representatives to obtain), and during the period of all Purchaser Investigations shall maintain or cause to be maintained, at the sole expense of Purchaser or Purchaser’s Representatives, with respect to the Property: (A) commercial general liability (“CGL”) insurance, issued on a form at least as broad as Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00 01 10 01 or another “occurrence” form providing equivalent coverage, including contractual liability coverage with respect to Purchaser’s obligations under this Agreement and personal injury liability coverage, with limits of not less than Two Million Dollars ($2,000,000) for any one occurrence and Five Million Dollars ($5,000,000) in the aggregate; (B) comprehensive automobile liability insurance (covering any automobiles owned or operated by Purchaser or Purchaser’s Representatives) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97 or other form providing equivalent coverage; (C) worker’s compensation insurance, and (D) employer’s liability insurance. Such automobile liability insurance shall be in an amount not less than One Million Dollars ($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum limits as defined by the law of the jurisdiction in which the applicable Property is located (as the same may be amended from time to time). Such employer’s liability insurance shall be in an amount not less than Two Million Dollars ($2,000,000) for each accident, Two Million Dollars ($2,000,000) disease-policy limit, and Two Million Dollars ($2,000,000) disease-each employee. Seller (and, upon Seller’s request, the Property Manager and Property mortgagee(s)) shall be named as additional insureds on the CGL and automobile liability insurance policies with respect to liability arising out of the named insured’s acts or omissions relating to the Property. Each such Holder insurance policy shall be subject to Seller’s prior written approval, not to be unreasonably withheld or delayed (for avoidance of Investor Units and/or Common Units will have five (5) Business Days after receipt of doubt, such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based written approval shall be deemed given by Seller allowing Purchaser and Purchaser’s Representatives on the relative Participating Interests of such Holders, if necessaryProperty to the extent the insurance policy otherwise satisfies the coverage types and amounts set forth in this Section 7.1(b)(viii)). The issuance Prior to making any entry upon the Property, Purchaser or Purchaser’s Representatives shall furnish to Seller a certificate of insurance evidencing the foregoing coverages for the Property, which certificate of insurance shall be in form and substance reasonably satisfactory to Seller. (ix) Purchaser agrees (A) to promptly pay when due all costs associated with the Purchaser Investigations and (B) not to cause, permit or suffer any New Ownership Interest by lien or encumbrance to be asserted against the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable Property related to the purchasers thereof than specified Purchaser Investigations. The provisions of this subsection shall survive the termination or expiration of this Agreement. (x) Purchaser shall comply with all Applicable Law which might in the Company’s notice any way relate to the Holders pursuant to this Section 4.5.2. If Purchaser Investigations. (xi) Neither Purchaser nor any Purchaser’s Representative shall damage any part of the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2Property or any personal property owned or held by any tenant, the Company will not thereafter issue occupant or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovethird party.

Procedures. Until a Qualified IPO, if Conversion of this Note may be effected by the Holder upon the surrender to the Company proposes 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 issue 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 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 New Ownership Interestapplicable state securities laws. Other than such Taxes for transfers to other Persons, the Company will give each Holder pay any and all issue and other Taxes (other than Taxes based on income) that may be payable in respect of Investor Units and/or any issue or delivery of Common Units prior written notice Stock on conversion of the Note pursuant hereto. As promptly as practicable, after the surrender of such intention, describing the New Ownership Interest Note and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving receipt of such notice relating thereto and, if applicable, payment of all transfer Taxes for transfers to agree other Persons (or the demonstration to purchase its applicable Participating Interest the satisfaction of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoingthat such Taxes have been paid), the Company will shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable Common Stock to which the Holder of the Note being converted shall be entitled as the Conversion Amount. Such conversion shall be deemed to have been made at the close of business on the date of giving such notice and of such 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 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 offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause convert, and no surrender of the Note shall be effective for that purpose, while the transfer books of the Company to be for the Common Stock are closed for any purpose (but not for any period in violation excess of applicable federal or state securities laws by virtue 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 reopening of such offer or sale; or (ii) books, as if the conversion had been made on the date such Holder has previously suffered an uncured Funding Default. If not all of Note was surrendered, and at the Holders elect to purchase their Participating Interest of Conversion Ratio in effect on the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt date of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovesurrender.

Procedures. Until a Qualified IPO(a) In the case of each registration or qualification pursuant to Section 15.2, if the Company proposes will keep all holders of Series B Preferred Stock, Warrants or Shares advised in writing as to issue the initiation of proceedings for such registration and qualification and as to the completion thereof, and will advise any New Ownership Interestsuch holder, upon request, of the progress of such proceedings. (b) At the Company's expense, the Company will keep each registration and qualification under this Section 15 effective (and in compliance with the Securities Act) by such action as may be necessary or appropriate for a period of one hundred twenty (120) days after the effective date of such registration statement, including, without limitation, the filing of post-effective amendments and supplements to any registration statement or prospectus necessary to keep the registration statement current and the further qualification under any applicable Blue Sky or other state securities laws to permit such sale or distribution, all as requested by such holder or holders. (c) The Company will immediately notify each holder on whose behalf Shares have been registered pursuant to this Section 15, 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 untrue statement of a 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) The Company will furnish to each holder on whose behalf Shares have been registered pursuant to this Section 15 a signed counterpart, addressed to such holder, of an opinion of counsel for the Company, dated the effective date of such registration statement. (e) Without limiting any other provision hereof, in connection with any registration of Shares under this Section 15, the Company will use its reasonable best efforts to comply with the Securities Act, the Securities Exchange Act and all applicable rules and regulations of the Commission, and will make generally available to 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 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 15, the Company will provide a transfer agent and registrar for the Shares not later than the effective date of such registration statement. (g) The Company shall not be required to include any of the holders' Shares in an underwritten offering of the Company's securities unless such holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, which terms shall include customary provisions with respect to indemnification and contribution and customary representations and warranties by the Company (which shall be made to and for the benefit of the underwriters and the holders of Shares to be sold in such offering). (h) In connection with the preparation and filing of each registration statement registering Shares under this Section 15, the Company will give each Holder the holders of Investor Units and/or Common Units prior written notice Series B Preferred Stock, Warrants or Shares on whose behalf such Shares are to be so registered and their underwriters, if any, and their respective counsel and accountants, the opportunity to participate in the preparation of such intentionregistration statement, describing each prospectus included therein or filed with the New Ownership Interest Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the priceindependent public accountants who have certified its financial statements, as shall be reasonably necessary, in the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving reasonable opinion of such notice holders or such underwriters or their counsel, in order to agree to purchase its applicable Participating Interest conduct a reasonable and diligent investigation within the meaning of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveSecurities Act.

Procedures. Until a Qualified IPOCommencing at the close of business on July 1, if 2005 the Company proposes may, subject to issue any New Ownership Interestthe conditions set forth herein, call for the Company will give each Holder exercise of Investor Units and/or Common Units prior written notice of such intention, describing this Warrant provided that the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest average closing price of the New Ownership Interest Common Stock for the price and upon the terms and conditions specified in the notice by giving written notice twenty (20) consecutive trading days ending three (3) days prior to the Company and stating therein the portion date of the New Ownership Interest Call Notice is at least $7.00, subject to adjustment for stock dividends, stock splits and other anti-dilution provisions as provided for in Section 12 of this Warrant. For purposes of this Section 4, “closing price” at any date shall be purchased. Notwithstanding the foregoing, the Company will not be required deemed to offer or sell such New Ownership Interest to any Member ifbe: (i) such offer the last sale price regular way as reported on the principal national securities exchange on which the Common Stock is listed or sale would cause the Company admitted to be in violation of applicable federal or state securities laws by virtue of such offer or sale; trading, or (ii) such Holder has previously suffered an uncured Funding Default. If if the Common Stock is not all listed or admitted to trading on any national securities exchange, the average of the Holders elect to purchase their Participating Interest closing bid and asked prices regular way for the Common Stock as reported by the Nasdaq National Market or Nasdaq SmallCap Market of the New Ownership InterestNasdaq Stock Market, Inc. (“Nasdaq”) or (iii) if the Common Stock is not listed or admitted for trading on any national securities exchange, and is not reported by Nasdaq, the average of the closing bid and asked prices, as reported on the OTC Bulletin Board or if no such quotation is available, then the Company will promptly notify closing bid and asked prices in writing the Holders who do so elect and will offer over-the-counter market as furnished by the National Quotation Bureau, Inc., or if no such Holders quotation is available, the right to acquire such unsubscribed New Ownership Interest. Each such Holder fair market value of Investor Units and/or the Common Units will have five (5) Business Days after receipt Stock as determined in good faith by the Board of such notice to notify Directors of 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)Company. The issuance Call Notice shall be deemed effective upon mailing and the time of any New Ownership Interest by mailing is the Company “Effective Date of the Notice.” The Call Notice shall state the exercise period and required payment by the Holders exercising their Preemptive Right will occur no earlier cancellation date not less than twenty (20) Business Days days from the initial date Effective Date of notice the Notice (the “Cancellation Date”). In the event the number of such issuance by the Company. If the Holders fail to shares of Common Stock issuable upon exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided Warrant being called are adjusted pursuant to Section 4.5.212 hereof, then upon each such adjustment the Exercise Price will be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant being exercised immediately prior to such adjustment and the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant being exercised immediately after such adjustment. The Holder may exercise this Warrant between the Effective Date of the Notice and the Cancellation Date, such exercise being effective if done in accordance with Section 3 hereof, and if this Warrant, with the form of election to purchase duly executed, and the Exercise Price are actually received by the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to at its office located at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, no later than 5:00 PM Atlanta, Georgia time on the Holders in the manner provided aboveCancellation Date.

Procedures. Until In the event that, pursuant to Section 2.2(c), a Qualified IPOXxxxxxxx Entity acquires Restricted Assets valued or having an original cost in excess of $20 million at the time of the acquisition, if as determined by Xxxxxxxx, in its reasonable sole discretion, then not later than six (6) months after the Company proposes consummation of the acquisition by such Xxxxxxxx Entity of the Restricted Assets, such Xxxxxxxx Entity shall notify the General Partner of such purchase and offer the Partnership Group the opportunity to issue purchase such Restricted Assets. As soon as practicable, but in any New Ownership Interestevent, within sixty (60) days after receipt of such notification, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing General Partner shall notify the New Ownership Interest and the price, the terms and conditions upon which the Company proposes to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: Xxxxxxxx Entity that either (i) the General Partner has elected not to cause a member of the Partnership Group to purchase such offer Restricted Assets, in which event such Xxxxxxxx Entity shall be forever free to continue to own or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of operate such offer or sale; Restricted Assets, or (ii) such Holder the General Partner has previously suffered an uncured Funding Default. If not all elected to cause a member of the Holders elect Partnership Group to purchase their Participating Interest such Restricted Assets, in which event the following procedures shall be followed: (a) Within thirty (30) days of receipt of the New Ownership Interestnotice from the General Partner that the General Partner has elected to cause a member of the Partnership Group to purchase the Restricted Assets, then Xxxxxxxx shall submit an offer to the Company will promptly notify General Partner to sell the Restricted Assets (the “Xxxxxxxx Offer”) to any member of the Partnership Group selected by the General Partner on the terms and for the consideration stated in writing the Holders who do so elect Xxxxxxxx Offer; (b) Xxxxxxxx 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 General Partner shall negotiate after receipt of such notice Xxxxxxxx Offer by the General Partner, the terms on which the Restricted Assets will be sold to notify a member of the Company Partnership Group. Xxxxxxxx shall provide all information concerning the business, operations and finances of its election such Restricted Assets as may be reasonably requested by the General Partner. (i) If Xxxxxxxx and the General Partner agree on such terms within sixty (60) days after receipt by the General Partner of the Xxxxxxxx Offer, the General Partner shall cause a member of the Partnership Group to purchase all or the Restricted Assets on such terms as soon as commercially practicable after such agreement has been reached; (ii) If Xxxxxxxx and the General Partner are unable to agree on the terms of a portion sale during the 60-day period after receipt by the General Partner of the Xxxxxxxx Offer, Xxxxxxxx and the General Partner will engage an independent investment banking firm with a national reputation to determine the fair market value of the Restricted Assets. In determining the fair market value of the Restricted Assets, the investment banking firm will have access to the proposed sale and purchase values for the Restricted Assets submitted by Xxxxxxxx and the General Partner, respectively. Such investment banking firm will determine the value of the Restricted Assets within thirty (30) days and furnish Xxxxxxxx and the General Partner its opinion of such unsubscribed New Ownership Interest (allocated based on value. The fees of the relative Participating Interests investment banking firm’s appraisal will be split equally between Xxxxxxxx and the MLP. Upon receipt of such Holdersopinion, the General Partner will have the option, but not the obligation to: (iii) (A) cause a member of the Partnership Group to purchase the Restricted Assets in accordance with the following process: (1) if necessary). The issuance the valuation of any New Ownership Interest the investment banking firm is in the range between the proposed sale/purchase values of Xxxxxxxx and the General Partner, the General Partner will have the right to cause a member of the Partnership Group to purchase the Restricted Assets at the valuation submitted by the Company and required payment investment banking firm; (2) if the valuation of the investment banking firm is less than the proposed purchase value submitted by the Holders exercising their Preemptive Right General Partner, the General Partner will occur no earlier than twenty (20) Business Days from have the initial date right to cause a member of notice of such issuance the Partnership Group to purchase the Restricted Assets for the amount submitted by the Company. If General Partner; and (3) if the Holders fail to exercise in full valuation of the Preemptive Rightsinvestment banking firm is greater than the proposed sale value submitted by Xxxxxxxx, the Company General Partner will have one hundred and eighty (180) days thereafter the right to sell cause a member of the New Ownership Interest in respect of which Partnership Group to purchase the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to Restricted Assets for 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.amount submitted by Xxxxxxxx; or

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 7.2 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen thirty (1530) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 7.2 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder’s Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder’s Pro Rata Share). If any Rights Holder fails to so agree in writing within such thirty (30) day period to purchase such Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders’ unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Purchasing Rights Holders, if necessary). The issuance of at any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty time within ten (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (18010) days thereafter to sell after receiving the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.