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 Each holder of record of shares of Company Common Stock and Company Restricted Stock Awards (as defined below) to be converted into the right to receive the Per Share Cash Consideration and/or the Stock Consideration in accordance with, and subject to, Section 2.01(a) (a Qualified IPO“Holder”) shall have the right, if subject to the Company proposes limitations set forth in this Article II and except as otherwise may be agreed by such Holder and Buyer, to issue any New Ownership Interest, submit an election in accordance with 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. following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of Investor Units and/or Common Units will have fifteen this Section 2.05 (15herein called an “Election”) 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) the number of shares of Company Common Stock owned by such offer Holder (or sale would cause the subject to such Company Restricted Stock Awards) with respect to be in violation of applicable federal or state securities laws by virtue of which such offer or sale; or Holder desires to make a Stock Election and (ii) the number of shares of Company Common Stock owned by such Holder has previously suffered an uncured Funding Default. If not all (or subject to such Company Restricted Stock Awards) with respect to which such Holder desires to make a Cash Election. (b) Buyer shall prepare a form reasonably acceptable to Company, including appropriate and customary transmittal materials in such form as prepared by Buyer and reasonably acceptable to Company (the “Form of the Election”), so as to permit Holders elect to purchase exercise 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 make an Election, and shall make such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have form available to Company for review not less than five (5) Business Days after receipt prior to its first distribution to Holders. (c) Buyer (i) shall initially make available and mail the Form 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 Election not less than twenty (20) Business Days prior to the anticipated Election Deadline to Holders of record as of the Business Day prior to such mailing date, and (ii) following such mailing date, shall use all reasonable efforts to make available as promptly as possible a Form of Election to any shareholder or holder of Company Restricted Stock Awards who requests such Form of Election prior to the Election Deadline. The time period between such mailing date and the Election Deadline is referred to herein as the “Election Period”. (d) Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period, a Form of Election properly completed and signed (including duly executed transmittal materials included in the Form of Election) and accompanied by any Old Certificates representing all certificated shares to which such Form of Election relates or by an appropriate customary guarantee of delivery of such Old Certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the initial United States. As used herein, unless otherwise agreed in advance by the parties, “Election Deadline” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the date which the parties shall agree is as near as practicable to five (5) Business Days preceding the Closing Date. The parties shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive RightsElection Deadline not more than fifteen (15) Business Days before, and at least five (5) Business Days prior to, 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 aboveElection Deadline.

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

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

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

Procedures. Until a Qualified IPO, if the 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) If a Qualified IPO, if Partnership Group Member decides to exercise 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 option 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 Golar Freeze Interests, it will provide written notice to Golar LNG of such exercise, the Company fair market value it proposes to pay for the Golar Freeze Interests, and stating therein the portion other material terms of the New Ownership Interest purchase. The decision to purchase the Golar Freeze Interests, the fair market value to be purchasedpaid for the Golar Freeze Interests, and the other terms of the purchase shall be approved by the Conflicts Committee. Notwithstanding If the foregoingPartnership Group Member and Golar LNG are unable to agree on the fair market value of the Golar Freeze Interests and/or the other material terms, the Company Partnership Group Member and Golar LNG shall engage a mutually-agreed-upon investment banking firm, ship broker or other expert advisor to determine the fair market value of the Golar Freeze Interests and/or the other material terms on which the Partnership Group Member and ▇▇▇▇▇ ▇▇▇ are unable to agree. In determining the fair market value of the Golar Freeze Interests and/or the other material terms on which the Golar Freeze Interests are to be sold, the investment banking firm, ship broker or other expert advisor, as applicable, will have access to the proposed sale and purchase values and terms for the offer submitted by the Partnership Group Member and Golar LNG, respectively, and to all information prepared by or on behalf of the Partnership Group Member and Golar LNG with respect to the Golar Freeze Interests and reasonably requested by such investment banking firm, ship broker or other expert advisor. Such investment banking firm, ship broker or other expert advisor will determine the fair market value of the Golar Freeze Interests and/or the other terms on which the Partnership Group Member and Golar LNG are unable to agree within 30 calendar days of its engagement and furnish the Partnership Group Member and Golar LNG its determination. The fees and expenses of the investment banking firm, ship broker or other expert advisor, as applicable, will be divided equally between the Partnership Group Member and Golar LNG. Upon receipt of such determination, the Partnership Group Member will have the option, but not the obligation in to purchase the Golar Freeze Interests for the fair market value and on the other terms determined by the investment banking firm, ship broker or other expert advisor, as soon as commercially practicable after determinations have been made. (b) If a Partnership Group Member chooses to exercise its option to purchase the Golar Freeze Interests under Section 6.2(a), the applicable parties shall enter into a purchase and sale agreement for the purchase and sale of the Golar Freeze Interests pursuant to which Golar LNG shall be obligated to sell the Golar Freeze Interests to the Partnership Group Member and the Partnership Group Member shall be obligated to purchase the Golar Freeze Interests from Golar LNG. The terms of the purchase and sale agreement will include the following: (i) the Partnership Group Member will deliver a cash purchase price (unless the Partnership Group Member and Golar LNG agree that the consideration will be paid by means of equity of the MLP, an interest-bearing promissory note or other form of consideration); (ii) the Partnership Group will be entitled to the benefit of the indemnification contained in Article VIII of this Agreement for the remaining term of such indemnification with respect to events or conditions associated with the operation of the Golar Freeze and occurring before the date of acquisition of the Golar Freeze Interests by the Partnership Group Member; (iii) Golar LNG will provide customary representations and warranties with respect to title to the Golar Freeze Interests and any other such matters as the Partnership Group Member may approve, which approval will not be required unreasonably withheld; (iv) Golar LNG will grant to offer or sell the Partnership Group Member the right, exercisable at the Partnership Group Member’s risk and expense, to make 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 surveys, tests and inspections of the Holders elect to purchase their Participating Interest Golar Freeze as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the Golar Freeze or interfere with the activities of the New Ownership Interest, then Golar LNG Entities or DUSUP thereon and so long as the Company Partnership Group Member has furnished Golar LNG with evidence that adequate liability insurance is in full force and effect; (v) the Partnership Group Member will promptly notify in writing the Holders who do so elect and will offer such Holders have 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 terminate its election obligation to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, Golar Freeze under this Article VI and the related purchase and sale agreement if necessary). The issuance the results of any New Ownership Interest searches, surveys, tests or inspections conducted pursuant to paragraph (iv) above are, in the reasonable opinion of the Partnership Group, unsatisfactory; and (vi) neither Golar LNG nor the applicable Partnership Group Member shall have any obligation to sell or buy the Golar Freeze if any of the consents referred to in Section 6.1(b) above have not been obtained. (c) If a Partnership Group Member chooses or is deemed to have chosen not to exercise its option to purchase the Golar Freeze at the price determined by the Company and required payment investment banking firm, ship broker or other expert advisor under Section 6.2(a), all future rights to purchase the Golar Freeze Interests by the Holders exercising their Preemptive Right Partnership Group 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 abovebe extinguished.

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

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

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior 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 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 ▇▇▇▇▇▇’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 “Non-Full Purchasing Holder”), then such Non- Full Purchasing 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 “Full Purchasing Holder”) written notice of the failure of any Non-Full Purchasing Holder to purchase such Non-Full Purchasing Rights Holder’s full Pro Rata Share of such offering of New Securities (the “Overallotment Notice”). Each Full Purchasing Holder, other than a Series H Preferred Stockholder (as defined in the Restated Certificate), shall have a right of overallotment such that such Full Purchasing Holder may agree to purchase a portion of the 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 Non-Full Purchasing 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 or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holdersaffiliates, if necessary). The issuance of including 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 aboveaffiliated investment funds.

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

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

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Holder of Investor Units and/or Common Units prior 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 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 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 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 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 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 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 (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 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 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(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 (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 ARTICLE IX. (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 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, no later than 5:00 PM Atlanta, Georgia time on the Holders in the manner provided aboveCancellation Date.

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

Procedures. Until a Qualified IPO, if (a) In the Company event that the Corporation proposes to ---------- issue any New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice (the "First Notice") of such its intention, describing the type of New Ownership Interest and Securities, the price, and the general terms and conditions upon which the Company Corporation proposes to issue the New Ownership Interestsame. Each Holder Within seven (7) days after receipt of the First Notice, the Investors shall give the Corporation written notice (the "Investor Units and/or Common Units will have fifteen (15Notice") Business Days from the giving of such notice to agree its intention to purchase or obtain, at the price and on the terms specified in the Notice, a number of shares equal to or less than its applicable Participating Interest Pro Rata Share of the New Ownership Interest for Securities. The Investor Notice shall be deemed a binding offer to purchase the price and upon number of New Securities set forth therein. In addition, the terms and conditions specified in Investor Notice shall state whether the notice by giving Investor wishes to purchase more than its Pro Rata Share of the New Securities. The Corporation shall promptly give written notice to the Company and stating therein the portion each Investor that purchases its Pro Rata Share of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: Securities (ia "Fully-Exercising Investor") such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders amount of New Securities, if any, that other Investors do not elect to purchase their Participating Interest in response to the First Notice (the "Second Notice"). Each Fully Exercising Investor shall notify the Corporation within three (3) days of receipt of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election Second Notice if it would like to purchase all or a portion any of such the unsubscribed New Ownership Interest (allocated shares and indicate the maximum number of unsubscribed shares it would like to purchase. The Corporation shall inform the Fully-Exercising Investor of the total number of unsubscribed shares available and provide the Fully-Exercising Investor with an allocation of the unsubscribed shares based on the relative Participating Interests number of such Holders, if necessary). The issuance shares of any New Ownership Interest Common Stock (assuming conversion of all Preferred Stock into Common Stock) held by each Fully Exercising Investor. (b) To the Company and required payment by extent that 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 Investors fail to exercise in full the Preemptive Rightsright of first offer as provided in this Section 9 hereof, the Company will Corporation shall have one hundred and eighty ninety (18090) days thereafter to sell (or enter into an agreement pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within ninety (90) days after execution of such agreement) the New Ownership Interest in respect of Securities to which the Holder’s Investors' 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 First Notice. In the Holders pursuant to this Section 4.5.2. If event the Company Corporation has not sold such the New Ownership Interest Securities within one hundred eighty said ninety (18090)-day period (or sold and issued New Securities in accordance with the foregoing within ninety (90) days following from the notice provided pursuant to Section 4.5.2date of said agreement), the Company will Corporation shall not thereafter issue or sell any New Ownership Interest Securities, without first offering such securities to the Holders Investors in the manner provided above. (c) An Investor's failure to exercise this right of first offer on any issuance of New Securities shall not adversely affect the Investor's right of first offer to purchase subsequent issuances of New Securities. (d) The right of first offer granted under this Section 9 is nonassignable except to an Affiliate of the Investor.

Procedures. Until (a) In the event that a Qualified IPOCrestwood Holdings Entity becomes aware of an opportunity to make an acquisition that includes Subject Assets, then the applicable Crestwood Holdings Entity may make such acquisition without first offering the opportunity to the MLP as long as it complies with the following procedures: (i) Within 120 days after the consummation of such an acquisition, the applicable Crestwood Holdings Entity shall notify the General Partner in writing of such acquisition. Such notice shall include an offer (the “Offer”) by the applicable Crestwood Holdings Entity to sell the Subject Assets to the MLP, accompanied by a proposed definitive agreement to effectuate the purchase and sale of the Subject Assets (the “Purchase Agreement”). The Purchase Agreement shall set forth the material terms of the Offer, including the proposed purchase price, any liabilities to be assumed by the Partnership Group and the other material terms of the Offer; provided that the representations and warranties regarding the Subject Assets shall be substantially consistent with the terms contained in the definitive purchase agreement pursuant to which the applicable Crestwood Holdings Entity acquired the Subject Assets, subject to such adjustments as the applicable Crestwood Holdings Entity reasonably determines are necessary to reflect the differences in the transaction. In addition, if any Crestwood Holdings Entity desires to utilize the Company proposes to issue any New Ownership InterestSubject Assets, the Company Offer may include commercially reasonable terms on which the Partnership Group will give each Holder provide services to such Crestwood Holdings Entity to enable it to utilize the Subject Assets. (ii) As soon as practicable after the Offer is made, the applicable Crestwood Holdings Entity will deliver to the MLP all information prepared by or on behalf of Investor Units and/or Common Units prior written notice or in the possession of any Crestwood Holdings Entity related to the Subject Assets and reasonably requested by the MLP, except for such intentioninformation determined in good faith by such Crestwood Holdings Entity to be necessary to preserve any applicable privilege (including the attorney-client privilege). As soon as practicable, describing but in any event within 60 days after receipt of the New Ownership Interest Offer accompanied by the form of Purchase Agreement, the General Partner shall notify the Crestwood Holdings Entity in writing that either: (x) the General Partner, on behalf of the Partnership Group, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to purchase the Subject Assets, in which event the Crestwood Holdings Entities shall be forever free to continue to own, operate dispose of or otherwise deal in such Subject Assets, or (y) the General Partner, on behalf of the Partnership Group, has elected (with the concurrence of the Conflicts Committee) to cause a Partnership Group Member to purchase the Subject Assets, in which event sub-clauses (iii) and (iv) shall apply. (iii) In the event that the applicable Crestwood Holdings Entity and the priceGeneral Partner (with the concurrence of the Conflicts Committee) within 60 days after receipt by the General Partner of the Offer are able to agree on the fair market value of the Subject Assets that are subject to the Offer accompanied by the form of Purchase Agreement and the other terms of the Offer including, without limitation, the terms, if any, on which the Partnership Group will provide services to any Crestwood Holdings Entity to enable it to utilize the Subject Assets, a Partnership Group Member shall purchase the Subject Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached (and otherwise on the terms and conditions upon of the agreed Purchase Agreement) and, if applicable, enter into an agreement with any Crestwood Holdings Entity to provide services in a manner consistent with the Offer (as modified based on the agreement of the Parties and the concurrence of the Conflicts Committee). (iv) In the event that the applicable Crestwood Holdings Entity and the General Partner (with the concurrence of the Conflicts Committee) are unable to agree within 60 days after receipt by the General Partner of the Offer on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer including, if applicable, the terms on which the Company proposes Partnership Group will provide services to issue any Crestwood Holdings Entity to enable it to utilize the New Ownership InterestSubject Assets, the applicable Crestwood Holdings Entity and the General Partner will engage a mutually agreed upon independent investment banking firm or other independent Person that is an expert in valuing midstream assets like the Subject Assets (such firm or Person, the “Subject Assets Valuation Expert”) to determine the fair market value of the Subject Assets and/or the other terms on which the General Partner and the Crestwood Holdings Entity are unable to agree. Each Holder Such Subject Assets Valuation Expert will determine the fair market value of Investor Units the Subject Assets and/or Common Units the other terms on which the General Partner and the applicable Crestwood Holdings Entity are unable to agree within 30 days of its engagement and furnish the applicable Crestwood Holdings Entity and the General Partner its determination. The fees of the Subject Assets Valuation Expert will be split equally between Crestwood Holdings and the MLP. Once the Subject Assets Valuation Expert has submitted its determination of the fair market value of the Subject Assets and/or the other terms on which the Partnership Group and the applicable Crestwood Holdings Entity are unable to agree, the General Partner will have fifteen (15) Business Days from the giving right, but not the obligation, subject to the concurrence of the Conflicts Committee, to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Offer as modified by the determination of the Subject Assets Valuation Expert. The Partnership Group Member will provide written notice of its decision to the Crestwood Holdings Entity within 30 days after the Subject Assets Valuation Expert has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to agree constitute a decision not to purchase its applicable Participating Interest the Subject Assets. If the General Partner elects to cause a Partnership Group Member to purchase the Subject Assets, then the Partnership Group Member shall purchase the Subject Assets pursuant to the Offer as modified by the determination of the New Ownership Interest for Valuation Expert as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the price applicable Crestwood Holdings Entity to provide services in a manner consistent with the Offer, as modified by the determination of the Subject Assets Valuation Expert, if applicable. (b) In the event that a Crestwood Holdings Entity determines to construct Subject Assets, then the applicable Crestwood Holdings Entity may construct or cause to be constructed such Subject Assets without first offering the opportunity to construct and upon the terms and conditions specified in the notice by giving written notice own same to the Company and stating therein MLP if such Crestwood Holdings Entity complies with 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: following procedures: (i) such offer or sale would cause Within 120 days after the Company to be in violation completion of applicable federal or state securities laws by virtue construction and the commencement of commercial service of such Subject Assets by a Crestwood Holdings Entity, the applicable Crestwood Holdings Entity shall notify the General Partner in writing of such construction and offer or sale; or the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 2.3(b) (the “Construction Offer”). The Construction Offer shall set forth the Crestwood Holdings Entity’s good faith estimate of (A) the actual Construction Costs for the Subject Assets incurred by the applicable Crestwood Holdings Entity, and (B) the fair market value of such Subject Assets, which fair market value shall constitute the proposed purchase price for the Subject Assets, together with the other proposed terms relating to the purchase of the Subject Assets, and, if any Crestwood Holdings Entity desires to utilize the Subject Assets, the Construction Offer may also include commercially reasonable terms on which the Partnership Group will provide services to such Crestwood Holdings Entity to enable it to utilize the Subject Assets (collectively, the “Other Construction Terms”). (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 InterestAs soon as practicable, then the Company will promptly notify but 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 any event within 60 days after receipt of such notice to written notification, the General Partner shall notify the Company applicable Crestwood Holdings Entity in writing that either (x) the General Partner, on behalf of its election the Partnership Group, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to purchase all the Subject Assets, in which event the Crestwood Holdings Entities shall be forever free to continue to own, operate dispose of or otherwise deal in such Subject Assets, or (y) the General Partner, on behalf of the Partnership Group, has elected (with the concurrence of the Conflicts Committee) to cause a portion Partnership Group Member to purchase the Subject Assets, in which event the following procedures shall apply: (iii) In the event that the applicable Crestwood Holdings Entity and the General Partner (with the concurrence of the Conflicts Committee) within 60 days after receipt by the General Partner of the Construction Offer are able to agree on the fair market value of the Subject Assets that are subject to the Construction Offer and the Other Construction Terms of the Construction Offer, a Partnership Group Member shall purchase the Subject Assets for the agreed upon fair market value as soon as commercially practicable after such unsubscribed New Ownership Interest agreement has been reached and, if applicable, enter into an agreement with the Crestwood Holdings Entity to provide services in a manner consistent with the Construction Offer (allocated as modified based on the relative Participating Interests agreement of the Parties and the concurrence of the Conflicts Committee). (iv) In the event that the applicable Crestwood Holdings Entity and the General Partner (with the concurrence of the Conflicts Committee) are unable to agree within 60 days after receipt by the General Partner of the Construction Offer on the fair market value of the Subject Assets that are subject to the Construction Offer, the applicable Crestwood Holdings Entity and the General Partner will engage a mutually agreed upon independent investment banking firm or other independent Person that is an expert in valuing midstream assets such Holdersas the Subject Assets that are the subject of the Construction Offer (the “Independent Expert”), if necessary)to determine the fair market value of the Subject Assets. Such Independent Expert will determine the fair market value of the Subject Assets within 30 days of its engagement and furnish the applicable Crestwood Holdings Entity and the General Partner its determination, which determination shall be a final and binding determination of the fair market value. The issuance fees of any New Ownership Interest the Independent Expert will be split equally between Crestwood Holdings and the MLP. (v) If the applicable Crestwood Holdings Entity and the General Partner are unable to agree within 60 days after receipt by the Company General Partner of the Construction Offer on all of the Other Construction Terms, the applicable Crestwood Holdings Entity and required payment the General Partner will obtain a good faith proposal from a mutually agreed upon third party engaged in the business to which such Other Construction Terms relate in order to determine the Other Construction Terms on which the General Partner and the applicable Crestwood Holdings Entity are unable to agree. Such third party will submit a good faith proposal regarding the Other Construction Terms on which the General Partner and the applicable Crestwood Holdings Entity are unable to agree within 30 days of its engagement to the applicable Crestwood Holdings Entity and the General Partner, which proposal shall be a final and binding determination of the Other Construction Terms. The fees of the third party will be split equally between the applicable Crestwood Holdings Entity and the Partnership Group. (vi) Once the fair market value and the Other Construction Terms have been finally determined pursuant to sub-clauses (iv) or (v) above, the General Partner will have the right, but not the obligation, subject to the concurrence of the Conflicts Committee, to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Construction Offer as modified by the Holders exercising their Preemptive Right determination of the Independent Expert and/or the third party submitting a proposal, as applicable. The Partnership Group Member will occur no earlier than twenty (20) Business Days from the initial date of provide written notice of its decision to the applicable Crestwood Holdings Entity within 30 days after the later of the date on which the Independent Expert and/or the third party submitting a proposal, as applicable, has submitted its determination. Failure to provide such issuance by notice within such 30-day period shall be deemed to constitute a decision not to purchase the CompanySubject Assets. If the Holders fail General Partner elects to exercise in full cause a Partnership Group Member to purchase the Preemptive RightsSubject Assets, then the Partnership Group Member shall purchase the Subject Assets pursuant to the Construction Offer as modified by the agreement of the Parties, the Company will have one hundred and eighty (180) days thereafter determination of the Independent Expert and/or the third party submitting a proposal, as applicable, as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the applicable Crestwood Holdings Entity to sell provide services in a manner consistent with the New Ownership Interest in respect Construction Offer, as modified by the determination of which the Holder’s rights were not exercisedthird party submitting a proposal, 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 aboveif applicable.

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

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

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

Procedures. Until a Qualified IPO, if 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 The Company shall purchase from a Qualified IPOHolder, pursuant to this Article VI, Notes if the Company proposes to issue any New Ownership Interest, principal amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Company will give each Holder contemplated pursuant to the provisions of Investor Units and/or Common Units prior written notice of such intention, describing this Article VI shall be consummated by 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 delivery of the New Ownership Interest for Change in Control Purchase Price to be received by the price and upon Holder promptly following the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion later of the New Ownership Interest to be purchased. Notwithstanding Change in Control Purchase Date or the foregoing, the Company will not be required to offer time of book-entry transfer 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 delivery of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will Notes. The Paying Agent 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 the receipt by it of any Change in Control Purchase Notice. On or before 11:00 a.m., New York City time, on the Change in Control Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash (in respect of a cash purchase all under this Article VI or for fractional shares of Common Stock, as applicable) or Common Stock, or a portion combination thereof, as applicable, sufficient to pay the aggregate Change in Control Purchase Price of the Notes to be purchased pursuant to this Article VI. Payment by the Paying Agent of the Change in Control Purchase Price for such Notes (including delivery of Common Stock, as applicable) shall be made promptly following the later of the Change in Control Purchase Date and the time of book-entry transfer or delivery of such unsubscribed New Ownership Interest (allocated based Notes. If the Paying Agent holds, in accordance with the terms of this Indenture, cash and/or Common Stock, as the case may be, sufficient to pay the Change in Control Purchase Price of such Notes on the relative Participating Interests Change in Control Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest (including Liquidated Damages, if any) on such Notes shall cease to accrue, whether or not book-entry transfer of such HoldersNotes is made or such Notes are delivered to the Paying Agent, if necessaryand all other rights of the Holder shall terminate (other than the right to receive the Change in Control Purchase Price upon delivery or transfer of the Notes). The issuance Nothing herein shall preclude the withholding of any New Ownership Interest tax required by law or regulations. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash and/or Common Stock, as the case may be, held by the Paying Agent for the payment of the Change in Control Purchase Price and shall notify the Trustee of any Default by the Company in making any such payment. The Company at any time may require a Paying Agent to deliver all cash and/or Common Stock, as the case may be, held by it to the Trustee and required payment to account for any funds disbursed by the Holders exercising their Preemptive Right will occur Paying Agent. Upon doing so, the Paying Agent shall have no earlier than twenty further liability for the cash and/or Common Stock, as the case may be, delivered to the Trustee. All questions as to the validity, eligibility (20including time of receipt) Business Days from the initial date and acceptance of notice of such issuance any Notes for redemption shall be determined by the Company, whose determination shall be final and binding. If the Holders fail to exercise a Holder of a repurchased Note is paid in full the Preemptive Rightsshares of Common Stock, the Company will have one hundred and eighty (180) days thereafter shall pay any documentary, stamp or similar issue or transfer tax on such issue of shares of Common Stock. However, the Holder shall pay any tax which is due because the Holder requests the shares of Common Stock to sell the New Ownership Interest be issued in respect of which a name other than the Holder’s rights were not exercised's name. The Paying Agent may refuse to deliver the certificates, at representing the shares of Common Stock being issued in a price and upon general terms and conditions materially no more favorable name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax which will be due because the purchasers thereof shares of Common Stock are to be issued in a name other than specified in the Company’s notice to Holder's name. Nothing contained herein shall preclude 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 withholding of any tax required by law or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveregulations.

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

Procedures. Until a Qualified IPO, if (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 (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 (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 written notice of such intentionits intention to issue New Securities (the "Notice"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultRights Holder's Pro Rata Share). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the initial date right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the failure of any Nonpurchasing Holder to purchase such issuance Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the "Overallotment Notice"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to the relative Pro Rata Shares of the Purchasing Rights Holders, at any time within ten (10) days after receiving the Overallotment Notice. Rights Holders exercising the right of first refusal set forth in this Section 3 may pay the purchase price for such securities (i) in cash (by check) or by wire transfer, (ii) by cancellation of any outstanding debt and/or accrued interest, including the Notes, owed by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in Rights Holder; (iii) by exchange of the Company’s notice to 's securities held by Rights Holder at the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty Fair Market Value thereof or (180iv) days following the notice provided pursuant to Section 4.5.2by a combination of (i), the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided above(ii) and (iii).

Procedures. Until a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the The Company will give each Holder of Investor Units and/or Common Units prior iStar written notice (a “Top Up 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 Top Up Issuance as soon as practicable, but in no event later than the time authorization for such Top Up Issuance is granted by the Board. The Top Up 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 Top Up Issuance, as well as the number of shares of New Common Stock that iStar is entitled to purchase pursuant to the Top Up Right. Each Holder of Investor Units and/or Common Units iStar will have fifteen (15) five Business Days from the giving date of the Top Up Issuance Notice to advise the Company in writing (a “Top Up Issuance Exercise Notice”) that it intends to exercise its Top Up Right and the applicable number of shares of New Common Stock it determines to acquire. A Top Up Right may be exercised in whole or in part. If iStar delivers a Top Up Issuance Exercise Notice with respect to a Top Up Issuance, then closing for iStar’s Top Up Right will be contingent upon, and will take place simultaneously with, or within five Business Days after, the closing of such notice Top Up Issuance. Failure by iStar 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 deliver a Top Up Issuance Exercise Notice within 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 delivery of the Top Up Issuance Notice shall be deemed a waiver of iStar’s Top Up Right with respect to such Top Up Issuance. iStar agrees that it will, and will cause each member of the Stockholder Group to, maintain the confidentiality of any information included in any Top Up Issuance Notice delivered by the Company unless otherwise required by law or subpoena. iStar acknowledges that information included in any Top Up 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 (i) In order to exercise a Qualified IPOCommon Put Right, if the Initiating Unitholders shall deliver to the Company proposes a written notice, executed by all Initiating Unitholders (the “Put Option Exercise Notice”). Upon receipt of a Put Option Notice, all F3C Unitholders (in the case of a Put Option Notice delivered by the F3C Majority Common Holders) and/or all ATN Unitholders (in the case of a Put Option Exercise Notice delivered by the ATN Majority Common Holders) shall be deemed to issue have elected to sell all of their Covered Put Securities pursuant to this Section 10.08. Any Put Option Exercise Notice shall the number and type of Covered Put Securities to be sold to the Company in connection with the exercise of such Common Put Right and a reasonably detailed calculation of the Common Unit Put Price for each type of Covered Put Securities, and whether the Fair Market Value of a Common Unit specified in the Put Option Exercise Notice and used to calculate the Common Unit Put Price has been determined (x) by mutual agreement of ATN and F3C, (y) a valuation in accordance with the definition of “Fair Market Value”, or (z) by the Initiating Unitholders. The Company shall deliver a copy of any New Ownership InterestPut Option Exercise Notice to each holder of Common Units, Warrants and Common Unit Equivalents other than the Initiating Unitholders no later than two Business Days after receiving a Put Option Exercise Notice. (ii) If the Fair Market Value of a Common Unit specified in a Call Option Exercise Notice has been determined pursuant to clause (x) or (y) of Section 10.08(b)(i), then the Fair Market Value of a Common Unit and, absent manifest error, the Common Unit Put Price specified in the Put Option Exercise Notice shall be final and binding on all holders of Covered Put Securities. (iii) If the Fair Market Value of Common Unit specified in a Put Option Exercise notice has been determined pursuant to clause (z) of Section 10.08(b)(i), ATN and F3C shall attempt to mutually agree on such Fair Market Value as soon as possible following delivery of a Put Option Exercise Notice. If ATN and F3C have not agreed on such Fair Market Value within fifteen (15) days of delivery of a Put Option Exercise Notice, then such Fair Market Value shall be determined by a valuation conducted in accordance with the definition of “Fair Market Value.” Upon the final determination of the Fair Market Value of a Common Unit under this Section 10.08(b)(iii), (A) the Company will give shall deliver to each Holder holder of Investor Units and/or Common Units prior Covered Put Securities specified in a Put Exercise Notice a written notice of such intention, describing the New Ownership Interest Fair Market Value and the pricefinal calculation of the Common Unit Put Price for such Covered Put Securities and (B) the Fair Market Value of Common Unit and, absent manifest error, 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 Unit Put Price specified in such notice to agree to purchase its applicable Participating Interest shall be final and binding on all holders of the New Ownership Interest for the price and upon the terms and conditions Covered Put Securities 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: Put Option Exercise Notice. (iiv) 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 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 repurchase 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 Covered Put Securities pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) 10.08 shall take place no later than 90 days following the date of delivery of the Put Option Exercise Notice or, if later, 20 Business Days following the date of final determination of the Common Unit Put Price under Section 10.08(b)(iii). The Company shall pay the Common Unit Put Price for the Covered Put Securities by wire transfer of immediately available funds. The Company shall give each holder of Covered Put Securities specified in a Put Option Exercise Notice at least five Business Days’ written notice provided of the date of closing of any repurchase of Covered Securities under this Section 10.08 (each a “Put Option Closing Date”). No later than two Business Days before any Put Option Closing Date, each holder of Covered Put Securities specified in a Put Option Exercise Notice shall give the Company written notice of the account to which the Company shall wire the aggregate Common Unit Put Price payable to such holder of Covered Put Securities. (v) Each holder of Covered Put Securities specified in a Put Option Exercise Notice shall, at the closing of any purchase consummated pursuant to this Section 4.5.210.08, 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 aboveCovered Put Securities held by such holder; (B) such holder has all the necessary power and authority and has taken all necessary action to sell such Covered Put Securities as contemplated by this Section 10.08; and (C) the Covered Put Securities held by such holder are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement and Transfer restrictions under Applicable Law.

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 a Qualified IPO, if the Company proposes to issue any New Ownership Interest, the (a) The Company will give each Holder of Investor Units and/or Common Units prior send a written notice of mandatory exchange (the "Mandatory Exchange Notice") by mail to each holder of record of Securities not fewer than 30 days nor more than 60 days before the date fixed for such intentionexchange (the "Mandatory Exchange Date"); provided, describing however, that no failure to give such notice nor any deficiency therein shall affect the New Ownership Interest validity of the procedure for the exchange of any Securities to be exchanged except as to the holder or holders to whom the Company has failed to give said notice or except as to the holder or holders whose notice was defective. The Mandatory Exchange Notice shall state: (1) the Mandatory Exchange Date; (2) that the holder is to surrender to the Company, in the manner and at the place or places designated, his certificate or certificates representing the Securities; (3) that (a) interest on the Securities shall cease to accrue on such Mandatory Exchange Date and (b) after the Exchange Date, all Securities shall be deemed to have been paid in full and to be no longer outstanding for any purposes under this Indenture except to evidence the right of the Holder thereof to receive the shares of Series C Preferred Stock issuable in exchange therefor and the pricepayment of all accrued and unpaid interest on the Securities to the Mandatory Exchange Date, the terms and conditions upon which in either case whether or not certificates for Securities are 96 surrendered for exchange on such Mandatory Exchange Date unless the Company proposes to issue shall default in the New Ownership Interest. Each Holder delivery of Investor Units and/or Common Units will have fifteen shares of Series C Preferred Stock or in the payment of all accrued interest; and (154) Business Days that dividends on the shares of Series C Preferred Stock shall accrue from the giving Mandatory Exchange Date whether or not certificates for Securities are surrendered for exchange on such Mandatory Exchange Date. (b) On and after the Mandatory Exchange Date, interest will cease to accrue on the Outstanding Securities, and all rights of the Holders of Securities (except the right to receive shares of Series C Preferred Stock and an amount in cash, to the extent applicable, equal to the accrued and unpaid interest to the Mandatory Exchange Date) will terminate. The person entitled to receive the Series C Preferred Stock issuable upon such exchange will be treated for all purposes as the registered holder of such notice shares of Series C Preferred Stock. (c) Each holder of Securities shall surrender the certificate or certificates representing such Securities, in the manner and at the place designated in the Mandatory Exchange Notice; provided that no failure by any Holder to agree to purchase its applicable Participating Interest surrender properly any Security shall affect in any manner whatsoever the validity of the New Ownership Interest exchange (or deemed exchange) of such Security or any other Security pursuant to this Article XIV. The Company shall cause the shares of Series C Preferred Stock to be issued on the Mandatory Exchange Date and all accrued interest on the Securities through the Mandatory Exchange Date to be paid or otherwise set apart for the price holders of Securities and, upon surrender in accordance with the Exchange Notice of the certificates for any Securities so exchanged, duly endorsed (or otherwise in proper form for transfer, as determined by the Company), such Securities shall be exchanged by the Company into shares of Series C Preferred Stock. The Company shall pay dividends on the shares of Series C Preferred Stock at the rate and upon on the terms and conditions dates 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 Series C Schedule 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 aboveMandatory Exchange 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 written notice of such intentionits intention to issue New Securities (the "Notice"), describing the ------ type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date of receipt of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultRights Holder's Pro Rata Share). If not all of the Holders elect any Rights Holder fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall -------------------- forfeit the initial date right hereunder to purchase that part of his Pro Rata Share of such New Securities that he did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written ----------------- notice of the failure of any Nonpurchasing Holder to purchase such issuance by Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the Company"Overallotment Notice"). If Each Purchasing Holder shall have a right of -------------------- overallotment such that such Purchasing Holder may agree to purchase a portion of the Holders fail Nonpurchasing Holders' unpurchased Pro Rata Shares of such offering on a pro rata basis according to exercise in full the Preemptive Rightsrelative Pro Rata Shares of the Purchasing Rights Holders, the Company will have one hundred and eighty at any time within ten (18010) days thereafter to sell after receiving the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until The Company shall have the right to exercise the FMV Repurchase Option and/or the NFMV Repurchase Option by delivering a Qualified IPO, if written notice (a "Company Election Notice") to the Class C Holder(s) within 45 days following the effectiveness of the Separation Event giving rise to such right. The Company Election Notice shall state (i) the number of Class C Units being repurchased pursuant to the FMV Repurchase Option and (ii) the number of Class C Units being repurchased pursuant to the NFMV Repurchase Option. In the event the Company proposes to issue any New Ownership Interestexercises both the FMV Repurchase and the NFMV Repurchase Option, the Company will give each Holder of Investor Units and/or Common Units prior written notice shall consummate its purchase of such intentionClass C Units and pay the purchase price therefor promptly following determination of the Fair Market Value of the Units subject to the FMV Repurchase Option, describing but no later than the New Ownership Interest and 120th day following receipt by the priceClass C Holder(s) of the Company Election Notice, subject to extension as provided below (the "Expiration Date"). In the event the Company exercises the NFMV Repurchase Option but not the FMV Repurchase Option, the terms and conditions upon which Company shall consummate its purchase of such Units on or - 55 - before the Expiration Date. At the closing of any such purchase (a "Repurchase Closing"), (i) the Class C Holder(s) shall deliver any documentation reasonably requested by the Company proposes and necessary to issue the New Ownership Interest. Each Holder of Investor transfer such Class C 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 (ii) the portion Company shall deliver in cash or otherwise in immediately available funds to the Class C Holder(s) the purchase price being paid by the Company for such Class C Units; provided, that the following events shall each be a condition precedent to a Repurchase Closing to the extent relating to an exercise of the New Ownership Interest to be purchased. Notwithstanding FMV Repurchase Option, but not the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member ifNFMV Repurchase Option: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws receipt by virtue of such offer or sale; or (iithe Class C Holder(s) 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 severance amount due to it pursuant to the Management Services Agreement in connection with the Separation Event that gave rise to such repurchase by the Company and required payment (ii) the receipt by the Holders exercising their Preemptive Right will occur Class C Holder(s) of any purchase price due to it pursuant to an exercise by Dartford or its Permitted Transferees of the Company Repurchase Obligation (as defined in Schedule D to this Agreement). In the event the Repurchase Closing is not completed by the Expiration Date, the FMV Repurchase Option and the NFMV Repurchase Option shall terminate and be of no earlier than twenty further force and effect as of the Expiration Date, and the Class C Holder(s) shall continue to hold the Class C Units. The Expiration Date shall be subject to automatic extension as provided herein. In the event that a distribution by the Operating Company to MBW Holdings or by MBW Holdings to the Company of the amount necessary to pay (20i) Business Days from any severance amount due to the initial Class C Holder(s) pursuant to the Management Services Agreement, (ii) any purchase price due to Dartford or its Permitted Transferees pursuant to the Company Repurchase Obligation, or (iii) any purchase price payable to the Class C Holder(s) upon exercise of the FMV Repurchase Option or the NFMV Repurchase Option would violate any covenant or otherwise not be permitted under the credit agreement or indenture relating to the Chase Borrowings or senior subordinated indebtedness of the Company or any Subsidiary of the Company, the Expiration Date shall be automatically extended to the seventh day following the date of notice on which the making of such issuance distributions by the Company. If the Holders fail to exercise in full the Preemptive RightsOperating Company and MBW Holdings, 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 respectively, would 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 violate 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 covenants or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveagreements.

Procedures. Until a Qualified IPO, if In the event that the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give to each Rights Holder of Investor Units and/or Common Units prior a written notice of such intentionits intention to issue New Securities (the "NOTICE"), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities given in accordance with Section 4.1 hereof. Each Rights Holder of Investor Units and/or Common Units will shall have fifteen twenty (1520) Business Days days from the giving date such Notice is effective, as determined pursuant to Section 5.1 hereof based upon the manner or method of notice, to agree in writing to purchase such Rights Holder's Pro Rata Share of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such twenty (20) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that part of his Pro Rata Share of such New Securities that he, she or it did not so agree to purchase and the Company shall promptly give each Rights Holder who has timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the failure of any Nonpurchasing Holder to purchase such Nonpurchasing Holder's full Pro Rata Share of such offering of New Securities (the "OVERALLOTMENT NOTICE"). Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the New Ownership Interest to be purchased. Notwithstanding the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue Nonpurchasing Holders' unpurchased Pro Rata Shares of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all offering on a pro rata basis according to the relative Pro Rata Shares of the Holders elect to purchase their Participating Interest of the New Ownership InterestPurchasing Holders, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have at any time within five (5) Business Days days after receipt of such notice to notify receiving the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveOverallotment Notice.

Procedures. Until If Lessee elects option (b), Lessee shall use its best efforts throughout the Sales Period to obtain a Qualified IPOpurchaser or purchasers for the Units which are not Schedule II-2 affiliated in any way with Lessee. Owner Trustee may direct Lessee to hire and pay for sales agents as directed by Owner Participant. Except as otherwise provided below, if any sale by Lessee shall be for the Company proposes highest cash bid submitted to issue Lessee, including any New Ownership Interestbid submitted by Owner Trustee or any Owner Participant. The determination of the highest bid shall be made by Owner Trustee with the consent of the Owner Participant at the end of the Sales Period, except as otherwise provided below. Owner Trustee may accept any bid solicited by Lessee or its agent, in which case Lessee agrees to maintain the Company will give Units in accordance with the condition herein provided. Neither Owner Trustee nor any Owner Participant shall have any responsibility for procuring any purchaser. If, nevertheless, Owner Trustee or any Owner Participant undertakes any sales efforts, Lessee shall promptly reimburse Owner Trustee or such Owner Participant for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. To facilitate the sale of the Units and to assure the best possible sales price for the Units, Lessee, at its expense, shall do, at least, all of the following (which, shall be in addition to, and not in limitation of, Lessee's obligations under the Lease, including, without limitation, its obligations to insure the Units and make rental payments). By the last day of the first calendar month after the commencement of the Sales Period (the "Redelivery Period"), Lessee at its expense, (i) shall have removed all of the Units from service in the Lessee's business, (ii) shall have tested all of the Units to ensure that they comply with the requirements of Annex III, and (iii) shall have certified to each Holder Owner Participant and Owner Trustee that the Units at that time comply with such requirements. Lessee shall maintain the Units in the condition required by Section 4 during the Sales Period and thereafter until such Units are returned pursuant hereto. Lessee shall allow and pay for unlimited inspection of Investor Units and/or Common Units telemetry logs and other records and testing by potential purchasers, Owner Trustee and any Owner Participant, and shall pay the travel costs for all inspectors and testers, as well as any fees charged by governmental or industry testing agencies and testing companies. Lessee shall promptly provide any information, records or computer printouts (other than U.S. Government classified information) requested by Owner Trustee, any Owner Participant or potential purchasers, including records of all maintenance of or repair to each Unit prior written notice to or during the term of the Lease and original manufacturers' operating specifications. Lessee shall be responsible for all costs of sale and in order to facilitate a sale shall provide, or cause to be provided, at Lessee's expense, such intentionequipment and ancillary facility configurations, describing repairs, corrections and modifications as shall be necessary or desirable to Owner Trustee, any Owner Participant or any purchaser. If requested, Lessee shall provide financing to one or more qualified creditworthy purchasers at a rate not higher than the New Ownership Interest purchasers' standard commercial borrowing rates and the price, the on standard terms and conditions to enable the purchasers to purchase the Units and pay cash to the Owner Trustee. On behalf of purchasers, Lessee, at its expense, shall continue to maintain and insure Units until the purchaser's revenue start date, as indicated by the purchaser. Lessee shall inspect and certify that each Unit at the date the Lease terminates meets all such requirements and all requirements of the Lease. During the last year of Schedule II-3 the term of the Lease, Lessee shall not acquire, by purchase, lease or otherwise, and shall prevent any person or entity directly or indirectly controlling, controlled by or in common control with Lessee from acquiring, by purchase, lease or otherwise, more units (or the use of more units) of a type or types similar to the Units unless and only to the extent that Lessee is properly compelled by a court of competent jurisdiction to do so (and Lessee acknowledges and agrees that the Owner Participants may be unwilling to make the Units available to Lessee for such purposes). Lessee shall warrant to Owner Trustee, Owner Participants and any purchaser absolutely and without condition that the Units will be in the condition described in Annex III to this Schedule upon their sale to such purchaser, and that the Units will operate in accordance with their original manufacturers' specifications for at least a period equal to 12 years minus the Term. In addition, Lessee shall warrant to Owner Participants and any purchaser that the fuel on the satellite in which the Company proposes Units are contained is sufficient to issue the New Ownership Interest. Each Holder of Investor Units and/or Common Units will have fifteen (15) Business Days from the giving provide for a geosynchronous orbit of such notice satellite at its orbital position of 123(0) West Longitude (or such other orbital slot as the Federal Communications Commission has approved or required) for at least a period equal to agree 12 years minus the Term. Lessee shall provide access to purchase its applicable Participating Interest the Units for purchasers and Owner Participants, including codes and encryption devices, and take all actions within Lessee's power to cause to be transferred to such purchaser all permits, licenses or other rights or privileges necessary to operate the Units, including but not limited to any Federal Communications Commission position, operating or frequency licenses. If (x) option (b) is in effect at the end of the New Ownership Interest for Term but Lessee has been unable to sell a Unit to an unaffiliated person during the price Sales Period and upon (y) the terms and conditions total amount paid by Lessee to Owner Trustee (including any proceeds of sales of Units) pursuant to option (b) at the end of the Lease term is less than the amount specified in option (a), at the notice by giving written notice to the Company and stating therein the portion option of the New Ownership Interest to be purchased. Notwithstanding the foregoingOwner Trustee, the Company will not be required absolute title to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause each unsold Unit at 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 end of the Holders elect to purchase their Participating Interest Term shall vest in Owner Trustee, free and clear of the New Ownership Interestany rights of redemption or other rights of Lessee, 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 HoldersLessee shall, at Lessee's expense, if necessary). The issuance of requested by Owner Trustee or Owner Participants, do any New Ownership Interest by the Company further acts 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 execute, acknowledge, deliver, file, register and record any further documents which Owner Trustee or any Owner Participant may reasonably request in order to establish and confirm Owner Trustee's or such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred Owner Participant's title 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 aboverights.

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

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities, the Company will it shall give each Holder of Investor Units and/or Common Units prior written notice to each Major Investor of such intentionits intention to issue New Securities (the “Notice”), describing the type of New Ownership Interest Securities and the price, price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Holder of Major Investor Units and/or Common Units will shall have fifteen (15) Business Days 20 business days from the giving date of mailing of any such notice Notice to agree to purchase its applicable Participating Interest up to such Major Investor’s Pro Rata Share of the such New Ownership Interest Securities for the price and upon the general terms and conditions specified in the notice Notice by giving written notice to the Company and stating therein in such notice the portion quantity of the New Ownership Interest Securities to be purchased. Notwithstanding the foregoing, the Company will purchased (not be required to offer or sell exceed such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding DefaultMajor Investor’s Pro Rata Share). If not all of the Holders elect any Major Investor fails to purchase their Participating Interest of the New Ownership Interest, then the Company will promptly notify so agree in writing the Holders who do so elect and will offer within such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election 20 business day period to purchase all or a any portion of such unsubscribed Major Investor’s Pro Rata Share of an offering of New Ownership Interest Securities (allocated based on a “Nonpurchasing Holder”), then such Nonpurchasing Holder shall forfeit the relative Participating Interests right under this Agreement to purchase that part of its Pro Rata Share of such Holders, if necessary)New Securities that such Nonpurchasing Holder did not so agree to purchase. The issuance of any New Ownership Interest by Promptly after the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice expiration of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights20 business day period, the Company will shall give each Major Investor who has timely agreed to purchase its full Pro Rata Share of such offering of New Securities (a “Purchasing Holder”) written notice of the number of such New Securities that the Nonpurchasing Holders failed to agree to purchase (the “Overallotment Notice”). Each Purchasing Holder shall have one hundred and eighty (180) days thereafter the right to sell the New Ownership Interest in respect of which the purchase such Purchasing Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable Pro Rata Share (or any other lesser share agreed to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold by each Purchasing Holder) of such New Ownership Interest Securities at any time within one hundred eighty (180) five business days following after receiving the notice provided pursuant to Section 4.5.2, the Overallotment Notice. The Company will not thereafter issue or sell promptly respond to any New Ownership Interest without first offering such securities reasonable information requests made by Major Investors in response to the Holders in the manner provided abovea Notice.

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

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

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

Procedures. Until a Qualified IPO, if 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. GICRE agrees that it will, and will cause each member of the Stockholder Group to, maintain the confidentiality of any information included in any Large Issuance Notice delivered by the Company unless otherwise required by law or subpoena. GICRE acknowledges that information included in any Large Issuance Notice may constitute material non-public information and effecting an 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 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 such notice the occurrence of any Company Equity Financing. (b) Any applicable Purchaser shall inform the Company in writing within five (5) Business Days of the occurrence of any Liquidity Event. In the event that a Purchaser fails to notify inform the Company of a Liquidity Event within such timeframe, such Purchaser shall surrender its election right to purchase all exercise a Liquidity Event Put Right with respect to such Liquidity Event. (c) If a Purchaser desires to sell any of the Purchased Shares pursuant to Section 5.1 or 5.2, the Purchaser shall within thirty (30) days of the occurrence of the relevant Put Event deliver to the Company (A) a portion written notice (the “Put Exercise Notice”) exercising such applicable Put Right and specifying the number of Purchased Shares to be sold (the “Put Shares”) by such Purchaser and (B) a certificate signed by a duly authorized officer of Agent, on behalf of such unsubscribed New Ownership Interest Purchaser, stating that (allocated based on i) a Liquidity Event or Co-Sale Event, as the relative Participating Interests of case may be, has occurred with respect to such HoldersPurchaser, if necessary). The issuance (ii) such Purchaser has full right, title and interest in and to such Put Shares, (iii) such Purchaser has all the necessary power and authority and has taken all necessary action to sell such Put Shares as contemplated by this ARTICLE V and (iv) such Put Shares are free and clear of any New Ownership Interest and all Liens. Any applicable Purchaser may deliver multiple Put Exercise Notices to the Company so long as such Purchaser continues to hold any Purchased Shares; provided that a Purchaser shall only be permitted to deliver a Put Exercise Notice with respect to any Purchased Shares once per occurrence of any Put Event. (d) Subject to Section 5.4 below, the closing of any sale of Put Shares pursuant to this ARTICLE V shall take place no later than thirty (30) days following receipt by the Company of the Put Exercise Notice; provided that until the Put Right Closing occurs, any applicable Purchaser shall have the right to cancel and required payment rescind the exercise of its Put Right by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of providing written notice of such issuance by to 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 The Company shall purchase from a Qualified IPOHolder, pursuant to this Article VI, Notes if the Company proposes to issue any New Ownership Interest, principal amount of such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Company will give each Holder contemplated pursuant to the provisions of Investor Units and/or Common Units prior written notice of such intention, describing this Article VI shall be consummated by 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 delivery of the New Ownership Interest for Designated Event Purchase Price to be received by the price and upon Holder promptly following the terms and conditions specified in the notice by giving written notice to the Company and stating therein the portion later of the New Ownership Interest to be purchased. Notwithstanding Designated Event Purchase Date or the foregoing, the Company will not be required to offer time of book-entry transfer 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 delivery of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then the Company will Notes. The Paying Agent 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 the receipt by it of any Designated Event Purchase Notice. On or before 11:00 a.m., New York City time, on the Designated Event Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash, sufficient to purchase all pay the aggregate Designated Event Purchase Price of the Notes to be purchased pursuant to this Article VI. Payment by the Paying Agent of the Designated Event Purchase Price for such Notes shall be made promptly following the later of the Designated Event Purchase Date and the time of book-entry transfer or a portion delivery of such unsubscribed New Ownership Interest (allocated based Notes. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Designated Event Purchase Price of such Notes on the relative Participating Interests Designated Event Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such HoldersNotes is made or such Notes are delivered to the Paying Agent, if necessaryand all other rights of the Holder shall terminate (other than the right to receive the Designated Event Purchase Price upon delivery or transfer of the Notes). The issuance Nothing herein shall preclude the withholding of any New Ownership Interest tax required by law or regulations. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Designated Event Purchase Price and shall notify the Trustee of any Default by the Company in making any such payment. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and required payment to account for any funds disbursed by the Holders exercising their Preemptive Right will occur Paying Agent. Upon doing so, the Paying Agent shall have no earlier than twenty further liability for the cash delivered to the Trustee. All questions as to the validity, eligibility (20including time of receipt) Business Days from the initial date and acceptance of notice of such issuance any Notes for repurchase shall be determined by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred whose determination shall be final 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 abovebinding.

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 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 good faith offer to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter Shamrock GP to sell the New Ownership Interest Restricted Business (the "Offer") to any member of the Partnership Group designated by Shamrock GP on the terms and for the consideration stated in respect the Offer. (ii) The UDS Entity and Shamrock GP shall negotiate in good faith, for 120 days after receipt of such Offer by Shamrock GP, the terms on which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable Restricted Business will be sold to the purchasers thereof than specified in MLP. The UDS Entity shall provide all information concerning the Company’s notice to the Holders pursuant to this Section 4.5.2. business, operations and finances of such Restricted Business as may be reasonably requested by Shamrock GP. (A) If the Company has not sold UDS Entity and Shamrock GP agree on such New Ownership Interest terms within one hundred eighty (180) 120 days following after receipt by Shamrock GP of the notice provided pursuant to Section 4.5.2Offer, the Company will MLP shall (B) If the UDS Entity and Shamrock GP are unable to agree on the 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 thereafter issue or sell any New Ownership Interest without first offering an Affiliate of the UDS Entity (a "NonAffiliate Purchaser") within nine months of the termination of such securities 120-day period. Any such sale to a NonAffiliate Purchaser must be for a purchase price, as determined by the Holders in board of directors of UDS, not less than 95% of the manner provided abovepurchase price last offered by the MLP.

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

Procedures. Until a Qualified IPO, if (a) If the Company proposes decides to issue any New Ownership Interestexercise its option to purchase the Odyssia Interests for the Odyssia Purchase Price, it will provide written notice to Odyssia of such exercise, subject to the conditions contained in this Section 5.2. (b) The Company’s decision to purchase the Odyssia Interests for the Odyssia Purchase Price and the other terms of the purchase shall be approved by the Conflicts Committee. (c) If the Company chooses to exercise its option to purchase the Odyssia Interests under Section 5.1(a) for the Odyssia Purchase Price, the Company will give each Holder of Investor Units and/or Common Units prior written notice of such intention, describing shall enter into a purchase and sale agreement with 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 holders of the New Ownership Interest Odyssia Interests and Odyssia for the price purchase and upon sale of the terms and conditions specified in Odyssia Interests pursuant to which Odyssia shall be obligated to sell the notice by giving written notice Odyssia Interests to the Company and stating therein the portion Company shall be obligated to purchase the Odyssia Interests from Odyssia. The terms of the New Ownership Interest to be purchased. Notwithstanding purchase and sale agreement will include the foregoing, the Company will not be required to offer or sell such New Ownership Interest to any Member if: following: (i) such offer or sale would cause Details relating to the $300,000,000 of indebtedness to be assumed and the of common shares of the Company to be issued to the holders of the Odyssia Interests or in violation accordance with any of applicable federal or state securities laws by virtue of such offer or sale; or their instructions; (ii) Odyssia will provide customary representations and warranties with respect to title to Odyssia and its subsidiaries and any other such Holder has previously suffered an uncured Funding Default. If matters as the Company may approve, which approval will not all be unreasonably withheld; (iii) Odyssia will grant to the Company the right, exercisable at the Company’s risk and expense, to make such surveys, tests and inspections of the Holders elect to purchase their Participating Interest of the New Ownership Interest, then vessels owned by Odyssia and its subsidiaries that the Company will promptly notify in writing may deem desirable, so long as such surveys, tests or inspections do not damage Odyssia’s vessels or interfere with the Holders who do activities of Odyssia thereon and 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 long as 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 has furnished Odyssia with evidence that adequate liability insurance is in full the Preemptive Rights, force and effect; (iv) the Company will have one hundred the right to terminate its obligation to purchase the Odyssia Interests under this Article V and eighty the related purchase and sale agreement if the results of any searches, surveys, tests or inspections conducted pursuant to paragraph (180iv) days thereafter above are, in the reasonable opinion of the Company, unsatisfactory; and (v) neither of the Company and Odyssia shall have any obligation to sell or buy the New Ownership Interest Odyssia Interests if any of the consents referred to in respect of which the Holder’s rights were Section 5.1(b) above have 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 abovebeen obtained.

Procedures. Until a Qualified IPO, if If the Company proposes to issue any undertake an issuance of New Ownership InterestSecurities (in a single transaction or a series of related transactions) in circumstances that entitled a Participation Rights Holder to participate therein in accordance this Section 7(f), the Company will shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "Participation Notice"), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Participation Rights Holder of Investor Units and/or Common Units will shall have fifteen (15) Business Days business days from the giving date of receipt of any such Participation Notice to agree in writing to purchase up to the maximum number of such notice to agree New Securities that such Participation Rights Holder is entitled to purchase its applicable Participating Interest of the New Ownership Interest for the purchase price specified in Section 7(f)(v) above and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the portion quantity of New Securities to be purchased (not to exceed such maximum). If any Participation Rights Holder fails to so agree in writing within such 15 business day period, then such Participation Rights Holder shall forfeit the right hereunder to participate in such sale of New Securities; provided, however, that until the expiration of the Initial Rights Period, any Participation Rights Holders that have elected to exercise their Right of Participation shall be entitled to exercise such right with respect to any New Ownership Interest to be purchased. Notwithstanding the foregoingSecurities where such right has been forfeited by such other Participation Rights Holder(s), and the Company will not shall follow repeat the procedures set forth in this Section 7(f) to ascertain whether the electing Participation Rights Holders desire to purchase such other New Securities. All sales hereunder shall be required to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause consummated concurrently with the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all closing of the Holders elect to purchase their Participating Interest transaction triggering the Right of the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided aboveParticipation.

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

Procedures. Until a 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) 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 (in a single transaction or a series of related transactions), the Company will it shall give to each Participation Rights Holder of Investor Units and/or Common Units prior written notice of such intentionits intention to issue New Securities (the "PARTICIPATION NOTICE"), describing the New Ownership Interest amount and the price, type of New Securities and the price and the general terms and conditions upon which the Company proposes to issue the such New Ownership InterestSecurities. Each Participation Rights Holder of Investor Units and/or Common Units will shall have fifteen ten (1510) Business Days business days from the giving date of receipt of any such Participation Notice to agree in writing to purchase such Participation Rights Holder's Pro Rata Share (and any reallotments as provided below) of such notice to agree to purchase its applicable Participating Interest of the New Ownership Interest Securities for the price and upon the terms and conditions specified in the notice Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (and any reallotments). If any Participation Rights Holder fails to so agree in writing within such ten (10) business day period to purchase such Participation Rights Holder's full Pro Rata Share of an offering of New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not so agree to purchase. Such Participation Rights Holder shall purchase the portion elected by such Participation Rights Holder concurrently with the closing of the transaction triggering the Right of Participation. Each Participation Rights Holder shall have a right of reallotment such that, if any other Participation Rights Holder fails to exercise the right to purchase its full Pro Rata Share of the New Ownership Interest to be purchased. Notwithstanding the foregoingSecurities, the Company will not be required other participating Participation Rights Holders may exercise an additional right to offer or sell such New Ownership Interest to any Member if: (i) such offer or sale would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale; or (ii) such Holder has previously suffered an uncured Funding Default. If not all of the Holders elect to purchase their Participating Interest of purchase, on a pro rata basis, the New Ownership Interest, then the Company will promptly notify in writing the Holders who do so elect and will offer such Holders the right to acquire such unsubscribed New Ownership Interest. Each such Holder of Investor Units and/or Common Units will have five (5) Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion of such unsubscribed New Ownership Interest (allocated based on the relative Participating Interests of such Holders, if necessary). The issuance of any New Ownership Interest by the Company and required payment by the Holders exercising their Preemptive Right will occur no earlier than twenty (20) Business Days from the initial date of notice of such issuance by the Company. If the Holders fail to exercise in full the Preemptive Rights, the Company will have one hundred and eighty (180) days thereafter to sell the New Ownership Interest in respect of which the Holder’s rights were Securities not exercised, at a price and upon general terms and conditions materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Holders pursuant to this Section 4.5.2. If the Company has not sold such New Ownership Interest within one hundred eighty (180) days following the notice provided pursuant to Section 4.5.2, the Company will not thereafter issue or sell any New Ownership Interest without first offering such securities to the Holders in the manner provided abovepreviously purchased.

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

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 2 3 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, 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.