Common use of Rights to Purchase New Securities Clause in Contracts

Rights to Purchase New Securities. (a) In the event that the Company proposes to issue New Securities, each member of the Investor Group shall have the right to purchase, in lieu of the person to whom the Company proposed to issue such New Securities, in accordance with paragraph (b) below, a number of New Securities equal to the product of (i) the total number or amount of New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member owns at such time on a Fully Diluted Basis, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basis. (b) In the event that the Company proposes to undertake an issuance of New Securities, it shall give written notice (a “Notice of Issuance”) of its intention to each of the members of the Investor Group, describing the material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by such member of the Investor Group and the allocation of such New Securities among the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in this paragraph (b). (c) The Company and each member of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such members.

Rights to Purchase New Securities. (a) In For so long as the event that the Company proposes Purchaser, together with its Affiliates, has not transferred any Shares acquired pursuant to issue New Securitiesthis Agreement to one or more third parties, each member of the Investor Group Purchaser shall have the right to purchase, in lieu on the terms and conditions set forth herein, Purchaser’s Pro Rata Portion of the person to whom the (i) any Company proposed to issue such New Securities, or (ii) any Subsidiary Securities, in accordance with paragraph each case that the Company or the Company’s Subsidiary may propose to issue (beach of (i) belowand (ii), a number the “New Securities”). Except as otherwise provided herein, the “Pro Rata Portion” of New Securities equal that the Purchaser shall be entitled to purchase in the product of aggregate shall be determined by multiplying (ix) the total number or principal amount of such offered New Securities which the Company proposes to issue at such time and by (iiy) a fraction, the numerator of which shall be is the total number of shares of Common Stock then held by the Purchaser (counting for such purposes all shares of Common Stock into which any securities owned by the Purchaser are directly or indirectly convertible or exercisable, without regard to any limitations on conversion that may apply pursuant to the terms of such member owns at such time on a Fully Diluted Basissecurities, if any, and the denominator of which shall be is the total number of shares of Common Stock then outstanding (counting for such purposes all shares of Common Stock into which any securities owned by all shareholders are directly or indirectly convertible or exercisable, without regard to any limitations on a Fully Diluted Basisconversion that may apply pursuant to the terms of such securities). (b) In the event that the The Company proposes to undertake an issuance of New Securities, it shall give written Purchaser notice (a an “Notice of IssuanceIssuance Notice”) of its intention to each any proposed issuance or sale by the Company or any Subsidiary of the members Company of any New Securities at least thirty (30) days prior to the Investor Group, describing proposed issuance or sale date. The Issuance Notice shall specify the price at which such New Securities are to be issued or sold and the other material terms of the issuance. Subject to Section 4.14(f) below, Purchaser shall be entitled to purchase up to Purchaser’s Pro Rata Portion of the New SecuritiesSecurities proposed to be issued or sold, including at the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon on the terms specified in the Notice Issuance Notice. (c) If Purchaser is to purchase any or all of its Pro Rata Portion of the New Securities specified in the Issuance by giving Notice, Purchaser shall deliver written notice to the Company and stating therein (an “Exercise Notice”) of its election to purchase such New Securities within thirty (30) days after the quantity date of the Issuance Notice. The Exercise Notice shall specify the number (or amount) of New Securities to be purchased by Purchaser and shall constitute exercise by Purchaser of its rights under this Section 4.14 and a binding agreement of Purchaser to purchase, at the price and. on the terms and conditions specified in the Issuance Notice, the number of shares (or amount) of New Securities specified in the Exercise Notice. If, at the termination of such member thirty (30)-day period, Purchaser shall not have delivered an Exercise Notice to the Company, Purchaser shall be deemed to have waived all of its rights under this Section 4.14 with respect to the Investor Group and the allocation purchase of such New Securities among (but not with respect to the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt purchase of the Notice future issuances of Issuance referred to in this paragraph (bNew Securities). (cd) The Company and each member or the applicable Subsidiary thereof shall have sixty (60) days after the date of the Investor GroupIssuance Notice to consummate the proposed issuance or sale of any or all of such New Securities that Purchaser has not elected to purchase at the price and upon terms and conditions specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such sixty (60)-day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been received, but in no event later than one hundred twenty (120) days after the date of the Issuance Notice. If the Company or a Subsidiary thereof proposes to issue or sell any such New Securities after such sixty (60)-day (or 120-day) period, it elects to purchase shall again comply with the procedures set forth in this Section 4.14. (e) At the consummation of the issuance or sale of such New Securities, the Company or the applicable Subsidiary thereof shall issue certificates or instruments representing the New Securities to be sold purchased by Purchaser in connection with exercising its preemptive rights pursuant to this Section 4.14 registered in the name of Purchaser, promptly following payment by Purchaser of the purchase price for such New Securities in accordance with the terms and conditions as specified in the Issuance Notice. (f) Notwithstanding the foregoing, Purchaser shall not be entitled to purchase New Securities as contemplated by this Section 4.14 in connection with issuances or sales of New Securities (i) to employees, officers, directors or consultants of the Company pursuant to any employee benefit plans or compensatory arrangements approved by the CompanyBoard of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or arrangements), (ii) as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction, (iii) in connection with the exercise or conversion of outstanding Company Securities or any interest payment, dividend or distribution in respect of outstanding Company Securities, (iv) in connection with any expedited issuance of New Securities undertaken at the written direction of an applicable Bank Regulatory Authority, or (v) in connection with the issuance of Company Securities pursuant to the Other Purchase Agreements. Purchaser shall select not be entitled to purchase New Securities to the extent that such purchase would cause Purchaser to be in breach of its obligations under Sections 4.9 and 4.15, respectively. (g) Notwithstanding the foregoing provisions of this Section 4.14, if a date not later than 20 days (majority of the directors of the Board of Directors determines that it is in the best interests of the Company to issue equity or longer if required by Law) after debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities prior to the expiration of the 30-day notice period referenced time periods set forth in Sections 4.14(b) and (c) (an “Expedited Issuance”). In connection with such Expedited Issuance, the Company and the Board of Directors shall make appropriate provision in order to comply with the provisions of this Section 4.03(b4.14 following the completion of such Expedited Issuance. The sale of any such additional New Securities under this Section 4.14(g) for to the closing Purchaser and to the Other Purchasers pursuant to similar provisions in the Other Purchase Agreements shall be consummated as promptly as is practicable, but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance. Notwithstanding anything to the contrary in this Agreement, no rights of the purchase and sale of Purchaser under this Agreement will be adversely affected solely as the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault temporary dilution of the Company, within the provided time period, the Company may issue the New Securities subject its percentage ownership of Common Shares due to purchase by such member free and clear from the restrictions an Expedited Issuance under this Section 4.03. Any New Securities not elected to be purchased by 4.14(g); provided, however, that such members rights may be sold by adversely affected from and after such time, if any, that the Company Purchaser declines to purchase Common Shares offered to the person Purchaser under this Section 4.14. (h) The Company and the Purchaser shall cooperate in good faith to which facilitate the Company intended exercise of the Purchaser’s rights under this Section 4.14, including to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such memberssecure any required third party approvals or consents.

Rights to Purchase New Securities. (a) In If at any time after the event that Closing, the Company proposes to issue makes any public or non-public offering of New Securities, each member of Investor shall be afforded the Investor Group shall have the right opportunity to purchase, in lieu of the person to whom acquire from the Company for the same price (before adding any underwriting discounts or sales commissions) and on the same terms as such New Securities are proposed to issue such New Securitiesbe offered to others, in accordance with paragraph (b) below, a number up to the amount of New Securities equal required to enable such Investor to maintain its proportionate interest in the product Company as represented by its Ownership Percentage at the time of such offering. The amount of New Securities that an Investor shall be entitled to purchase shall be determined by multiplying (ix) the total number or amount of such offered New Securities which by (y) the Ownership Percentage of such Investor at the time of such offering, in each case before giving effect to such issuance. An Investor must exercise its rights under this Section 3.01 within ten Business Days of its receipt of written notice from the Company proposes of the Company’s intent to issue at make such time and a public or non-public offering, which notice shall also contain the material terms (iiincluding price terms) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member owns at such time on a Fully Diluted Basis, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basisoffering. (b) In the event that the Company proposes to undertake an issuance of New Securities, it shall give written notice (a “Notice of Issuance”) of its intention to each of the members of the If any Investor Group, describing the material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree elects not to purchase all or a portion of such member’s its pro rata share of such New Securities (as determined in full pursuant to paragraph (a) aboveSection 3.01(a), the Company shall, upon the expiration of the ten business day period referred to in Section 3.01(a) for the same consideration, if exercise of such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable right by the person to whom the Company proposes to issue such New Securities at the time of paymentInvestors, and otherwise upon the terms specified in the Notice of Issuance by giving send a second written notice to all of the Company and stating therein Investors that have elected to purchase in full their respective pro rata shares of such New Securities, setting forth the quantity total number of shares of New Securities to be purchased by that have not been subscribed for and each such member of the Investor Group and the allocation Investor’s pro rata share of such remaining New Securities among the members(calculated based on each such Investor’s Ownership Percentage at such time). The rights given by the Company under this Section 4.03(b) Each such Investor shall terminate if unexercised within 30 then have ten business days after the receipt of the Notice second written notice to elect to purchase up to such Investor’s pro rata share of Issuance referred to in this paragraph (b)the remaining New Securities. (c) The Company and each member provisions of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected 3.01 shall terminate with respect to be purchased by such members may be sold by (i) Anchorage when its Ownership Percentage or the Company Ownership Percentage of a Qualified Transferee to the person to which the Company intended to sell such New Securities on terms whom Anchorage has assigned its rights in accordance with Section 7.11 is less than 25% of Anchorage’s Initial Ownership Percentage, and conditions no (ii) O-Cap when its Ownership Percentage is less favorable to the Company than those offered to such members75% of O-Cap’s Initial Ownership Percentage.

Rights to Purchase New Securities. (a) In From and after the event that the Company proposes date of this Agreement until immediately prior to issue New Securitiesa Qualified Public Offering, each member of the Series D Investor Group and Series E Investor shall have the preemptive right to purchase, in lieu purchase its Pro Rata Share of any additional issues of capital stock of the person to whom Company of any or all classes or series thereof, whether or not now authorized, and any securities of the Company proposed of any type, including convertible indebtedness, that are or may become convertible into such capital stock, including, without limitation, any rights, options or warrants to issue such New Securitiespurchase capital stock, in accordance with paragraph (b) below, a number of New Securities equal to the product of other than (i) shares of Series E Preferred Stock issued pursuant to the total number Series E Stock Purchase Agreement, (ii) shares issued in a Qualified Public Offering, and (iii) securities that are excluded from the definition of Additional Shares in Section 5(e)(v) of the Restated Certificate’s Certificate of Designation of Series D Preferred Stock (collectively “New Securities” ) which the Company may propose to offer sell or amount issue from and after the date hereof, subject to the terms and conditions of this Article 3. Each participating Series D Investor and Series E Investor must purchase New Securities on the same terms and at the same price at which the Company proposes to issue at sell New Securities. A Series D Investor or Series E Investor that notifies the Company of its intention to exercise its preemptive right under this Article 3 may assign all or a portion of such time right to one or more Affiliates in such proportions as it deems appropriate. The “Pro Rata Share” of each Series D Investor and (ii) a fraction, the numerator of which Series E Investor shall be equal to the quotient obtained by dividing (i) the total number of shares of Common Stock which (on an as-converted basis, including shares issuable upon conversion of Series D Preferred Stock and Series E Preferred Stock held by such member owns at Series D Investor or Series E Investor, as the case may be) held by such time on a Fully Diluted BasisSeries D Investor or Series E Investor, and as the denominator case may be, immediately prior to the issuance of which shall be New Securities plus by (ii) the sum of (X) the total number of shares of Common Stock of the Company then outstanding on a Fully Diluted Basis. plus (bY) In the event that total number of shares of Common Stock of the Company proposes to undertake an issuance into which all then outstanding shares of New Securities, it shall give written notice (a “Notice of Issuance”) of its intention to each Preferred Stock of the members of the Investor Group, describing the material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by such member of the Investor Group and the allocation of such New Securities among the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in this paragraph (b)are then convertible. (c) The Company and each member of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such members.

Rights to Purchase New Securities. (a) In For so long as the event that the Company proposes Purchaser, together with its Affiliates, has not transferred any Shares acquired pursuant to issue New Securitiesthis Agreement to one or more third parties, each member of the Investor Group Purchaser shall have the right to purchase, in lieu on the terms and conditions set forth herein, Purchaser’s Pro Rata Portion of the person to whom the (i) any Company proposed to issue such New Securities, or (ii) any Subsidiary Securities, in accordance with paragraph each case that the Company or the Company’s Subsidiary may propose to issue (beach of (i) belowand (ii), a number the “New Securities”). Except as otherwise provided herein, the “Pro Rata Portion” of New Securities equal that the Purchaser shall be entitled to purchase in the product of aggregate shall be determined by multiplying (ix) the total number or principal amount of such offered New Securities which the Company proposes to issue at such time and by (iiy) a fraction, the numerator of which shall be is the total number of shares of Common Stock then held by the Purchaser (counting for such purposes all shares of Common Stock into which such member owns at such time any shares of Nonvoting Preferred Stock owned by the Purchaser are directly or indirectly convertible, without regard to any limitations on a Fully Diluted Basisconversion that may apply pursuant to the terms of the Nonvoting Preferred Stock), if any, and the denominator of which shall be is the total number of shares of Common Stock then outstanding (counting for such purposes all shares of Common Stock into which any shares of Nonvoting Preferred Stock owned by all shareholders are directly or indirectly convertible, without regard to any limitations on a Fully Diluted Basisconversion that may apply pursuant to the terms of the Nonvoting Preferred Stock). (b) In the event that the The Company proposes to undertake an issuance of New Securities, it shall give written Purchaser notice (a an “Notice of IssuanceIssuance Notice”) of its intention to each any proposed issuance or sale by the Company or any Subsidiary of the members Company of any New Securities at least thirty (30) days prior to the Investor Group, describing proposed issuance or sale date. The Issuance Notice shall specify the price at which such New Securities are to be issued or sold and the other material terms of the issuance. Subject to Section 4.16(f) below, Purchaser shall be entitled to purchase up to Purchaser’s Pro Rata Portion of the New SecuritiesSecurities proposed to be issued or sold, including at the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon on the terms specified in the Notice Issuance Notice. (c) If Purchaser is to purchase any or all of its Pro Rata Portion of the New Securities specified in the Issuance by giving Notice, Purchaser shall deliver written notice to the Company and stating therein (an “Exercise Notice”) of its election to purchase such New Securities within thirty (30) days after the quantity date of the Issuance Notice. The Exercise Notice shall specify the number (or amount) of New Securities to be purchased by Purchaser and shall constitute exercise by Purchaser of its rights under this Section 4.16 and a binding agreement of Purchaser to purchase, at the price and. on the terms and conditions specified in the Issuance Notice, the number of shares (or amount) of New Securities specified in the Exercise Notice. If, at the termination of such member thirty (30)-day period, Purchaser shall not have delivered an Exercise Notice to the Company, Purchaser shall be deemed to have waived all of its rights under this Section 4.16 with respect to the Investor Group and the allocation purchase of such New Securities among (but not with respect to the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt purchase of the Notice future issuances of Issuance referred to in this paragraph (bNew Securities). (cd) The Company and each member or the applicable Subsidiary thereof shall have sixty (60) days after the date of the Investor GroupIssuance Notice to consummate the proposed issuance or sale of any or all of such New Securities that Purchaser has not elected to purchase at the price and upon terms and conditions specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such sixty (60)-day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been received, but in no event later than one hundred twenty (120) days after the date of the Issuance Notice. If the Company or a Subsidiary thereof proposes to issue or sell any such New Securities after such sixty (60)-day (or 120-day) period, it elects to purchase shall again comply with the procedures set forth in this Section 4.16. (e) At the consummation of the issuance or sale of such New Securities, the Company or the applicable Subsidiary thereof shall issue certificates or instruments representing the New Securities to be sold purchased by Purchaser in connection with exercising its preemptive rights pursuant to this Section 4.16 registered in the name of Purchaser, promptly following payment by Purchaser of the purchase price for such New Securities in accordance with the terms and conditions as specified in the Issuance Notice. (f) Notwithstanding the foregoing, Purchaser shall not be entitled to purchase New Securities as contemplated by this Section 4.16 in connection with issuances or sales of New Securities (i) to employees, officers, directors or consultants of the Company pursuant to any employee benefit plans or compensatory arrangements approved by the CompanyBoard of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or arrangements), (ii) as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction, (iii) in connection with the exercise or conversion of outstanding Company Securities or any interest payment, dividend or distribution in respect of outstanding Company Securities, (iv) in connection with any expedited issuance of New Securities undertaken at the written direction of an applicable Bank Regulatory Authority, or (v) in connection with the issuance of Company Securities pursuant to the Other Purchase Agreements. Purchaser shall select not be entitled to purchase New Securities to the extent that such purchase would cause Purchaser to be in breach of its obligations under Sections 4.9 and 4.17, respectively. (g) Notwithstanding the foregoing provisions of this Section 4.16, if a date not later than 20 days (majority of the directors of the Board of Directors determines that it is in the best interests of the Company to issue equity or longer if required by Law) after debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities prior to the expiration of the 30-day notice period referenced time periods set forth in Sections 4.16(b) and (c) (an “Expedited Issuance”). In connection with such Expedited Issuance, the Company and the Board of Directors shall make appropriate provision in order to comply with the provisions of this Section 4.03(b4.16 following the completion of such Expedited Issuance. The sale of any such additional New Securities under this Section 4.16(g) for to the closing Purchaser and to the Other Purchasers pursuant to similar provisions in the Other Purchase Agreements shall be consummated as promptly as is practicable, but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance. Notwithstanding anything to the contrary in this Agreement, no rights of the purchase and sale of Purchaser under this Agreement will be adversely affected solely as the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault temporary dilution of the Company, within the provided time period, the Company may issue the New Securities subject its percentage ownership of Common Shares due to purchase by such member free and clear from the restrictions an Expedited Issuance under this Section 4.03. Any New Securities not elected to be purchased by 4.16(g); provided, however, that such members rights may be sold by adversely affected from and after such time, if any, that the Company Purchaser declines to purchase Common Shares offered to the person Purchaser under this Section 4.16. (h) The Company and the Purchaser shall cooperate in good faith to which facilitate the Company intended exercise of the Purchaser’s rights under this Section 4.16, including to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such memberssecure any required third party approvals or consents.

Rights to Purchase New Securities. (a) In the event that Except for (i) any issuance of restricted share and options to purchase Ordinary Shares pursuant to any share option or incentive plan for employees, officers and directors from time to time, (ii) any issuance of Capital Stock of the Company proposes in connection with any share dividend, subdivision, consolidation or reclassification of Capital Stock, (iii) Ordinary Shares issued in an Initial Public Offering, and (iv) Capital Stock of the Company issued in connection with a strategic partnership or joint venture that has been approved by the Board of Directors, if the Company wishes to issue any New SecuritiesSecurities to a Person (the “Proposed Offeree”), each member of the Investor Group Shareholder shall have the right to purchase, in lieu of the person to whom the Company proposed to issue such New SecuritiesProposed Offeree, in accordance with paragraph (b) below, a number of New Securities equal to the product of (i) the total number or amount of New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock Ordinary Shares which such member Shareholder owns at such time on a Fully Diluted Basistime, and the denominator of which shall be the total number of shares of Common Stock Ordinary Shares then outstanding on a Fully Diluted Basisprior to such proposed issue of New Securities. The rights given by the Company under this Section 5.02(a) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in paragraph (b) below. (b) In the event that the Company proposes to undertake an issuance of issue New SecuritiesSecurities in accordance with this Section 5.02, it shall give written notice (a “Notice of Issuance”) of its intention to each of the members of the Investor GroupShareholder, describing the price and all material terms and conditions of the New Securities, including the price thereof, Securities and the material terms upon which the Company proposes to issue such New Securitiesissuance thereof. The members of the Investor Group Each Shareholder shall have the right, for a period of 30 days (which period may be extended pursuant to Section 5.02(f)) from the date of receipt delivery of the Notice of Issuance Issuance, by delivery of written notice to agree the Company (the “Exercise Notice”), to purchase all or a portion of such member’s its pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for at the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (price and on the same terms and conditions as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified stated in the Notice of Issuance by giving written notice to Issuance. In the Company and stating therein Exercise Notice, the quantity Shareholder shall state the number of New Securities such Shareholder wishes to be purchased by purchase, including whether such member Shareholder wishes to exercise its right of the Investor Group and the allocation of such New Securities among the members. The rights given by the Company under this reallotment pursuant to Section 4.03(b) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in this paragraph (b5.02(c). (c) The Company and each member Each Shareholder shall have a right of the Investor Groupreallotment such that, if it elects any Shareholder fails to exercise its right to purchase the New Securities or fails to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale such Shareholder’s full pro rata share of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue other participating Shareholders, who have indicated in their Exercise Notice an interest in purchasing realloted New Securities, shall purchase as many of the New Securities subject not previously purchased (the “Reallotment Securities”) as such Shareholders, in the aggregate, indicated an interest in purchasing in their Exercise Notices, which Reallotment Securities shall be allocated to purchase by such member free and clear from them pro rata based on the restrictions under this Section 4.03. respective amounts of the Reallotment Securities so indicated in their Exercise Notice. (d) Any New Securities not elected to be purchased by such members the Shareholders pursuant to Sections 5.02(a) through (c) hereof may be sold by the Company to the person to which Proposed Offeree on the Company intended to sell such New Securities on same terms and conditions as set forth in the Notice of Issuance. (e) If a Shareholder delivers an Exercise Notice, then the payment of New Securities shall be by wire transfer of immediately available funds to such account as may be designated by the Company, against delivery of the New Securities to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no less favorable later than forty-five (45) days after the date of the Exercise Notice (which period may be extended as required by applicable law or to account for any valuation dispute pursuant to Section 5.02(f)). (f) If the purchase price specified in the Notice of Issuance is payable in property other than cash, the Shareholders shall have the right to pay the purchase price in cash in an amount equal to the value of such property at the time of payment. If the Company than those and any Shareholders who wish to purchase the New Securities cannot agree on the cash value of such property within ten days after the Shareholders’ receipt of the Notice of Issuance, the value of such property shall be determined by an appraiser of recognized standing selected jointly by the Company and such Shareholders (acting together). If they cannot agree on an appraiser within 20 days after receipt of the Notice of Issuance, within a further five-day period, the Company and such Shareholders (acting together) shall each select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing to determine the value of such property. The value of such property determined by the appraiser selected pursuant to this Section 5.02(f) shall be final and binding on the Company and the Shareholders. The cost of such appraisal shall be shared equally by the Company, on the one hand, and such Shareholders, on the other hand (each Shareholder shall pay its pro rata portion of such costs based on the number of New Securities acquired by such Shareholder). If the time for delivery of the Exercise Notice as specified in Section 5.02(b) has expired but for the determination of the value of the purchase price offered by the Prospective Transferee, then such time shall be extended to the fifth Business Day after such membersvaluation shall have been made pursuant to this Section 5.02(f). (g) As long as (i) GE remains a Shareholder, the Company shall not, without the prior written consent of GE, issue any New Securities to any Person that is a GE Competitor and (ii) Meditech remains a Shareholder, the Company shall not, without the prior written consent of Meditech, issue any New Securities to any Person that is a Meditech Competitor.

Rights to Purchase New Securities. (a) In From and after the Closing Date, in the event that the Company proposes to issue New Securities, each member of the Investor Group Anchorage shall have the right to purchase, in lieu of the person to whom the Company proposed to issue such New Securities, in accordance with paragraph (b) below, a number of New Securities equal to the product of (i) the total number or amount of New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member Anchorage beneficially owns (excluding, for the avoidance of doubt, unexercised warrants for Common Stock) at such time the relevant measurement point on a Fully Diluted Basisan as converted basis, and the denominator of which shall be the total aggregate number of shares of Common Stock then outstanding on a Fully Diluted Basis(the number referred to in clause (ii), the “Pro Rata Number”). (b) In Subject to the provisions of Section 6.1(c), in the event that the Company proposes to undertake an issuance of New Securities, it shall give written notice (a “Notice of Issuance”) of its intention to each Anchorage indicating the exact price per New Security and the exact number of New Securities to be issued by the members of the Investor GroupCompany, and describing the material terms of the New Securities, including the price thereof, Securities and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group Anchorage shall have 30 days five (5) Business Days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such memberAnchorage’s pro rata share of such number of New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance (unless better terms are provided to any other purchaser) by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by such member Anchorage. Notwithstanding the preceding sentence, the number of New Securities that Anchorage is entitled to purchase shall not exceed an amount that would require stockholder approval under, or would result in a violation of, the rules and regulations of the Investor Group Nasdaq Capital Market or any other principal stock exchange or market upon which the New Securities trade. If Anchorage exercises its right to purchase New Securities pursuant to this Section 6.1(b), the purchase and the allocation sale of such New Securities among shall close at the memberssame time as the issuance of New Securities to the other purchaser or purchasers and, subject to the preceding sentence, shall be issued on the same terms and subject to the same conditions as applicable to the other purchaser or purchasers. The rights given by the Company under this Section 4.03(b6.1(b) shall terminate if unexercised within 30 days five (5) Business Days after receipt of the Notice of Issuance referred to in this paragraph Section 6.1(b). Notwithstanding anything to the contrary contained herein, if (bi) the price or any other material terms upon which the Company proposes to issue such New Securities are amended by the Company following the delivery to Anchorage of the Notice of Issuance or (ii) the offering of New Securities to which a Notice of Issuance relates is not completed within 60 days from the delivery of such notice to the Anchorage, Anchorage’s election with respect to the purchase of New Securities covered by such Notice of Issuance shall be void and the Company shall be obligated to deliver a new Notice of Issuance to Anchorage, and Anchorage shall be entitled to make a new election with respect to the purchase by it of New Securities covered by such notice within the 5-Business Day period from the date of delivery of the new Notice of Issuance and otherwise in accordance with the procedure specified in the second sentence of this Section 6.1(b). (c) The Company and each member of Notwithstanding anything to the Investor Groupcontrary contained in Section 6.1(b), if it elects the Company proposes to purchase issue New Securities in an aggregate amount of at least $25,000,000, in an Underwritten Offering, the Notice of Issuance may, (i) in lieu of providing the price at which the Company proposes to issue New Securities as a fixed dollar amount, provide an estimated range of prices within which the underwriter for such offering reasonably estimates the shares will ultimately be priced and (ii) in lieu of providing an exact number of New Securities to be sold issued by the CompanyCompany in such offering, provide an estimated number the underwriter for such offering reasonably estimates will ultimately be issued in such offering (the “Offering Size”). If Anchorage desires to exercise its rights under this Section 6.1 with respect to such Underwritten Offering, Anchorage shall select be required to make an election with respect to the purchase of up to a date not number of New Securities being offered equal to its pro rata portion of the Offering Size no later than 20 days five (or longer if required by Law5) after Business Days from the expiration date of receipt of the 30-day notice period referenced in Section 4.03(b) for Notice of Issuance; provided that Anchorage’s obligation to purchase the closing number of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase its election shall be conditioned upon (A) the issuance by such member free the Company of a number of shares of Common Stock at least equal to the Offering Size and clear from (B) the restrictions under New Securities so issued being priced not higher than 10% above the closing price of the Common Stock on the Nasdaq Capital Market or the principal securities exchange on which the Common Stock is then listed on the date immediately prior to the date on which the Notice of Issuance is delivered to Anchorage pursuant to this Section 4.03. 6.1(c) (the “Midrange Price”) and not lower than 10% below the Midrange Price (the “Price Range”). (d) Any New Securities not elected to be purchased by such members may be sold Notice of Issuance provided by the Company to Anchorage in connection with an Underwritten Offering may specify a number of shares, not to exceed 15% of the person Offering Size, that the underwriters or agents in such offering shall be entitled to which purchase upon exercise of an overallotment option, if any (the “Overallotment Shares”). If Anchorage desires to exercise its rights under this Section 6.1 with respect to Overallotment Shares, Anchorage shall be required to make an election with respect to the purchase of up to its pro rata portion of the Overallotment Shares at the same time Anchorage makes an election pursuant to Section 6.1(c); provided that Anchorage’s obligation to purchase Overallotment Shares in accordance with its election shall be conditioned upon the Overallotment Shares being priced within the Price Range. (e) Anchorage shall retain the right to make an election in accordance with Section 6.1(b) following the final determination of the offering price and the number of New Securities, and, if applicable, the underwriters’ determination with respect to their exercise of their overallotment option, in any such Underwritten Offering with respect to (i) all New Securities in excess of the Offering Size and, if applicable, any overallotment option in excess of the number of Overallotment Shares specified in the Notice of Issuance provided by the Company intended in connection with such Underwritten Offering, (ii) all New Securities priced outside the Price Range and (iii) all New Securities in any offering where the Offering Size is not met. If an offering contemplated by Section 6.1(c) is not completed within 60 days following the Notice of Issuance with respect thereto, then the Company will be required to sell comply again with the provisions of Sections 6.1(b) and 6.1(c) in order to avail itself of the benefits of this Section 6.1(c). In case an offering contemplated by this Section 6.1(c) is consummated, Anchorage shall be obligated to purchase its shares hereunder at the closing of such offering if and to the extent the conditions to Anchorage’s obligations hereunder are met, and if such conditions are not met and to the extent Anchorage exercises its right under this Section 6.1, Anchorage shall purchase such shares as promptly as reasonably practicable thereafter, and on the same terms and subject to the same conditions that would be applicable to the underwriters in such offering; provided, however that (i) such terms and conditions applicable to Anchorage shall not include any restrictions on the transferability of such New Securities on terms or any standstill, voting or other restrictions, it being understood that all restrictions of such nature are contained in this Agreement, (ii) Anchorage shall not be required to make any representations and conditions no less favorable warranties except those that relate solely to Anchorage and (iii) Anchorage shall not be required to undertake any indemnity obligations. (f) Nothing in this Section 6.1 shall prevent the Company or its subsidiaries from issuing or selling to any Person (the “Accelerated Buyer”) any New Securities without first complying with the provisions of this Section 6.1; provided that in connection with such issuance or sale (i) the Company gives reasonably prompt notice to Anchorage of such issuance (after such issuance has occurred), which notice shall describe in reasonable detail the New Securities purchased by the Accelerated Buyer and the purchase price thereof and (ii) the Accelerated Buyer and the Company enable Anchorage to effectively exercise its rights under this Section 6.1 with respect to their purchase of all or any portion of its pro rata share of the New Securities issued to the Accelerated Buyer within fifteen (15) Business Days after receipt of the notice by Anchorage of such issuance to the Accelerated Buyer on the terms specified in this Section 6.1. The date of the Notice of Issuance for such issuance shall be the date such New Securities are issued to the Accelerated Buyer. (g) The provisions of this Section 6.1 shall terminate upon the earlier to occur of the fifth anniversary of the Closing Date and the date on which Anchorage beneficially owns less than 10% of the aggregate number of As Converted Company than those offered to such membersShares representing its Initial Share Ownership.

Rights to Purchase New Securities. (a) In the event that the Company proposes to issue New SecuritiesSecurities to a Person (the “Proposed Offeree”) prior to, and other than in connection with, an Initial Public Offering, each member of the Investor Group Shareholder shall have the right to purchase, in lieu of the person to whom the Company proposed to issue such New SecuritiesProposed Offeree, in accordance with paragraph (b) below, a number of New Securities equal to the product of (i) the total number or amount of New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member Shareholder owns at such time on a Fully Diluted Basistime, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basisprior to such proposed issue of New Securities. The rights given by the Company under this Section 5.02(a) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in paragraph (b) below. (b) In the event that the Company proposes to undertake an issuance of issue New SecuritiesSecurities in accordance with this Section 5.02, it shall give written notice (a “Notice of Issuance”) of its intention to each of the members of the Investor GroupShareholder, describing the price and all material terms and conditions of the New Securities, including the price thereof, Securities and the material terms upon which the Company proposes to issue such New Securitiesissuance thereof. The members of the Investor Group Each Shareholder shall have the right, for a period of 30 days (which period may be extended pursuant to Section 5.02(f)) from the date of receipt delivery of the Notice of Issuance Issuance, by delivery of written notice to agree the Company (the “Exercise Notice”), to purchase all or a portion of such member’s its pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for at the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (price and on the same terms and conditions as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified stated in the Notice of Issuance by giving written notice to Issuance. In the Company and stating therein Exercise Notice, the quantity Shareholder shall state the number of New Securities such Shareholder wishes to be purchased by purchase, including whether such member Shareholder wishes to exercise its right of the Investor Group and the allocation of such New Securities among the members. The rights given by the Company under this reallotment pursuant to Section 4.03(b) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in this paragraph (b5.02(c). (c) The Company and each member Each Shareholder shall have a right of the Investor Groupreallotment such that, if it elects any Shareholder fails to exercise its right to purchase the New Securities or fails to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale such Shareholder’s full pro rata share of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue other participating Shareholders, who have indicated in their Exercise Notice an interest in purchasing realloted New Securities, shall purchase as many of the New Securities subject not previously purchased (the “Reallotment Securities”) as such Shareholders, in the aggregate, indicated an interest in purchasing in their Exercise Notices, which Reallotment Securities shall be allocated to purchase by such member free and clear from them pro rata based on the restrictions under this Section 4.03. respective amounts of the Reallotment Securities so indicated in their Exercise Notice. (d) Any New Securities not elected to be purchased by such members the Shareholders pursuant to Sections 5.02(a) through (c) hereof may be sold by the Company to the person to which Proposed Offeree on the Company intended to sell such New Securities on same terms and conditions as set forth in the Notice of Issuance. (e) If a Shareholder delivers an Exercise Notice, then the payment of New Securities shall be by wire transfer of immediately available funds to such account as may be designated by the Company, against delivery of the New Securities to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no less favorable later than forty-five (45) days after the date of the Exercise Notice (which period may be extended as required by applicable Law or to account for any valuation dispute pursuant to Section 5.02(f)). (f) If the purchase price specified in the Notice of Issuance is payable in property other than cash, the Shareholders shall have the right to pay the purchase price in cash in an amount equal to the value of such property at the time of payment. If the Company than those and any Shareholders who wish to purchase the New Securities cannot agree on the cash value of such property within ten days after the Shareholders’ receipt of the Sale Offer, the value of such property shall be determined by an appraiser of recognized standing selected jointly by the Company and such Shareholders (acting together). If they cannot agree on an appraiser within 20 days after receipt of the Notice of Issuance, within a further five-day period, the Company and such Shareholders (acting together) shall each select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing to determine the value of such property. The value of such property determined by the appraiser selected pursuant to this Section 5.02(f) shall be final and binding on the Company and the Shareholders. The cost of such appraisal shall be shared equally by the Company, on the one hand, and such Shareholders, on the other hand (each Shareholder shall pay its pro rata portion of such costs based on the number of New Securities acquired by such Shareholder). If the time for delivery of the Exercise Notice as specified in Section 5.02(b) has expired but for the determination of the value of the purchase price offered by the Prospective Transferee, then such time shall be extended to the fifth Business Day after such membersvaluation shall have been made pursuant to this Section 5.02(f). (g) As long as (i) GE remains a Shareholder, the Company shall not, without the prior written consent of GE, issue any New Securities to any Person that is a GE Competitor and (ii) Meditech remains a Shareholder, the Company shall not, without the prior written consent of Meditech, issue any New Securities to any Person that is a Meditech Competitor.

Rights to Purchase New Securities. (a) In Notwithstanding any other rights the Investor may have under this Agreement, in the event that the Company issues or proposes to issue New Securities to a Third Party (the “Third Party New Securities”), each member including pursuant to Section 5.03, at a time when the Investor and its Affiliates beneficially own at least 5% of the issued and outstanding Common Stock (treating all securities beneficially owned by the Investor Group and its Affiliates that are convertible into or exchangeable or exercisable for Common Stock as converted, exchanged or exercised), the Investor shall have the right to purchase, in lieu of purchase from the person to whom the Company proposed to issue such New SecuritiesCompany, in accordance with paragraph (b) below, a number of additional New Securities equal such that, after giving effect to the product proposed issuance of (i) the total number or amount of Third Party New Securities which and the issuance of the additional New Securities to the Investor pursuant to this Section 5.04, the Investor would beneficially own the same percentage of the issued and outstanding Common Stock (treating all such New Securities as converted into or exchanged or exercised for Common Stock) as it beneficially owned prior to such issuances. The rights of the Investor under this Section 5.04(a) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in paragraph (b) below. However, the Company proposes may issue the New Securities to issue at such time and (ii) a fraction, persons other than the numerator Investor before the expiration of which shall be the total number of shares of Common Stock which such member owns at such time on a Fully Diluted Basis, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basisthat 30 day period. (b) In the event that the Company issues or proposes to undertake an issuance of issue Third Party New Securities, it shall give written notice (a “Notice of Issuance”) of its intention thereof to each of the members of the Investor GroupInvestor, describing the number of Third Party New Securities to be issued, the price per Third Party New Security (which shall be the Investor Offer Price) and all other material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securitiesconditions. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such the New Securities (it is entitled to purchase as determined pursuant to described in paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, cash or Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of paymentEquivalents, and otherwise upon the terms specified in the Notice of Issuance Issuance, by giving written notice to the Company Company, and stating therein its agreement to purchase New Securities and the quantity of New Securities to be purchased by such member of the Investor. If the Investor Group and Offer Price includes any Cash Equivalents, the allocation value of such New Securities among Cash Equivalents shall be determined by reference to the members. The rights given by closing price thereof on the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt of market with the Notice of Issuance referred to largest trading volume in this paragraph (b)such securities on the Price Determination Date. (c) The Company and each member of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 30 days (or longer if required by LawLaw or applicable regulatory approval or notice requirements) after the expiration of the 30-day notice period referenced in Section 4.03(b5.04(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such membersInvestor.

Rights to Purchase New Securities. (a) In Notwithstanding any other rights the Investor may have under this Agreement, in the event that the Company issues or proposes to issue New Securities to a Third Party (the “Third Party New Securities”), each member including pursuant to Section 5.03, at a time when the Investor and its Affiliates beneficially own at least 5% of the issued and outstanding Common Stock (treating all securities beneficially owned by the Investor Group and its Affiliates that are convertible into or exchangeable or exercisable for Common Stock as converted, exchanged or exercised), the Investor shall have the right to purchase, in lieu of purchase from the person to whom the Company proposed to issue such New SecuritiesCompany, in accordance with paragraph (b) below, a number of additional New Securities equal such that, after giving effect to the product proposed issuance of (i) the total number or amount of Third Party New Securities which and the issuance of the additional New Securities to the Investor pursuant to this Section 5.04, the Investor would beneficially own the same percentage of the issued and outstanding Common Stock (treating all such New Securities as converted into or exchanged or exercised for Common Stock) as it beneficially owned prior to such issuances. The rights of the Investor under this Section 5.04(a) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in paragraph (b) below. However, the Company proposes may issue the New Securities to issue at such time and (ii) a fraction, Persons other than the numerator Investor before the expiration of which shall be the total number of shares of Common Stock which such member owns at such time on a Fully Diluted Basis, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basisthat 30 day period. (b) In the event that the Company issues or proposes to undertake an issuance of issue Third Party New Securities, it shall give written notice (a “Notice of Issuance”) of its intention thereof to each of the members of the Investor GroupInvestor, describing the number of Third Party New Securities to be issued, the price per Third Party New Security (which shall be the Investor Offer Price) and all other material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securitiesconditions. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such the New Securities (it is entitled to purchase as determined pursuant to described in paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, cash or Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of paymentEquivalents, and otherwise upon the terms specified in the Notice of Issuance Issuance, by giving written notice to the Company Company, and stating therein its agreement to purchase New Securities and the quantity of New Securities to be purchased by such member of the Investor. If the Investor Group and Offer Price includes any Cash Equivalents, the allocation value of such New Securities among Cash Equivalents shall be determined by reference to the members. The rights given by closing price thereof on the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt of market with the Notice of Issuance referred to largest trading volume in this paragraph (b)such securities on the Price Determination Date. (c) The Company and each member of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 30 days (or longer if required by LawLaw or applicable regulatory approval or notice requirements) after the expiration of the 30-day notice period referenced in Section 4.03(b5.04(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such membersInvestor.

Rights to Purchase New Securities. (a) In For so long as the event that the Company proposes Purchaser, together with its Affiliates, has not transferred any Shares acquired pursuant to issue New Securitiesthis Agreement to one or more third parties, each member of the Investor Group Purchaser shall have the right to purchase, in lieu on the terms and conditions set forth herein, Purchaser’s Pro Rata Portion of the person to whom the (i) any Company proposed to issue such New Securities, or (ii) any Subsidiary Securities, in accordance with paragraph each case that the Company or the Company’s Subsidiary may propose to issue (beach of (i) belowand (ii), a number the “New Securities”). Except as otherwise provided herein, the “Pro Rata Portion” of New Securities equal that the Purchaser shall be entitled to purchase in the product of aggregate shall be determined by multiplying (ix) the total number or principal amount of such offered New Securities which the Company proposes to issue at such time and by (iiy) a fraction, the numerator of which shall be is the total number of shares of Common Stock then held by the Purchaser (counting for such purposes all shares of Common Stock into which any securities owned by the Purchaser are directly or indirectly convertible or exercisable, without regard to any limitations on conversion that may apply pursuant to the terms of such member owns at such time on a Fully Diluted Basissecurities, if any, and the denominator of which shall be is the total number of shares of Common Stock then outstanding (counting for such purposes all shares of Common Stock into which any securities owned by all shareholders are directly or indirectly convertible or exercisable, without regard to any limitations on a Fully Diluted Basisconversion that may apply pursuant to the terms of such securities). (b) In the event that the The Company proposes to undertake an issuance of New Securities, it shall give written Purchaser notice (a an “Notice of IssuanceIssuance Notice”) of its intention to each any proposed issuance or sale by the Company or any Subsidiary of the members Company of any New Securities at least thirty (30) days prior to the Investor Group, describing proposed issuance or sale date. The Issuance Notice shall specify the price at which such New Securities are to be issued or sold and the other material terms of the issuance. Subject to Section 4.14(f) below, Purchaser shall 25 be entitled to purchase up to Purchaser’s Pro Rata Portion of the New SecuritiesSecurities proposed to be issued or sold, including at the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon on the terms specified in the Notice Issuance Notice. (c) If Purchaser is to purchase any or all of its Pro Rata Portion of the New Securities specified in the Issuance by giving Notice, Purchaser shall deliver written notice to the Company and stating therein (an “Exercise Notice”) of its election to purchase such New Securities within thirty (30) days after the quantity date of the Issuance Notice. The Exercise Notice shall specify the number (or amount) of New Securities to be purchased by Purchaser and shall constitute exercise by Purchaser of its rights under this Section 4.14 and a binding agreement of Purchaser to purchase, at the price and. on the terms and conditions specified in the Issuance Notice, the number of shares (or amount) of New Securities specified in the Exercise Notice. If, at the termination of such member thirty (30)-day period, Purchaser shall not have delivered an Exercise Notice to the Company, Purchaser shall be deemed to have waived all of its rights under this Section 4.14 with respect to the Investor Group and the allocation purchase of such New Securities among (but not with respect to the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt purchase of the Notice future issuances of Issuance referred to in this paragraph (bNew Securities). (cd) The Company and each member or the applicable Subsidiary thereof shall have sixty (60) days after the date of the Investor GroupIssuance Notice to consummate the proposed issuance or sale of any or all of such New Securities that Purchaser has not elected to purchase at the price and upon terms and conditions specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such sixty (60)-day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been received, but in no event later than one hundred twenty (120) days after the date of the Issuance Notice. If the Company or a Subsidiary thereof proposes to issue or sell any such New Securities after such sixty (60)-day (or 120-day) period, it elects to purchase shall again comply with the procedures set forth in this Section 4.14. (e) At the consummation of the issuance or sale of such New Securities, the Company or the applicable Subsidiary thereof shall issue certificates or instruments representing the New Securities to be sold purchased by Purchaser in connection with exercising its preemptive rights pursuant to this Section 4.14 registered in the name of Purchaser, promptly following payment by Purchaser of the purchase price for such New Securities in accordance with the terms and conditions as specified in the Issuance Notice. (f) Notwithstanding the foregoing, Purchaser shall not be entitled to purchase New Securities as contemplated by this Section 4.14 in connection with issuances or sales of New Securities (i) to employees, officers, directors or consultants of the Company pursuant to any employee benefit plans or compensatory arrangements approved by the CompanyBoard of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or arrangements), (ii) as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction, (iii) in connection with the exercise or conversion of outstanding Company Securities or any interest payment, dividend or distribution in respect of outstanding Company Securities, (iv) in connection with any expedited issuance of New Securities undertaken at the written direction of an applicable Bank Regulatory Authority, or (v) in connection with the issuance of Company Securities pursuant to the Other Purchase Agreements. Purchaser shall select not be entitled to purchase New Securities to the extent that such purchase would cause Purchaser to be in breach of its obligations under Sections 4.9 and 4.15, respectively. (g) Notwithstanding the foregoing provisions of this Section 4.14, if a date not later than 20 days (majority of the directors of the Board of Directors determines that it is in the best interests of the Company to issue equity or longer if required by Law) after debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities prior to the expiration of the 30-day notice period referenced time periods set forth in Sections 4.14(b) and (c) (an “Expedited Issuance”). In connection with such Expedited Issuance, the Company and the Board of Directors shall make appropriate provision in order to comply with the provisions of this Section 4.03(b4.14 following the completion of such Expedited Issuance. The sale of any such additional New Securities under this Section 4.14(g) for to the closing Purchaser and to the Other Purchasers pursuant to similar provisions in the Other Purchase Agreements shall be consummated as promptly as is practicable, but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance. Notwithstanding anything to the contrary in this Agreement, no rights of the purchase and sale of Purchaser under this Agreement will be adversely affected solely as the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault temporary dilution of the Company, within the provided time period, the Company may issue the New Securities subject its percentage ownership of Common Shares due to purchase by such member free and clear from the restrictions an Expedited Issuance under this Section 4.03. Any New Securities not elected to be purchased by 4.14(g); provided, however, that such members rights may be sold by adversely affected from and after such time, if any, that the Company Purchaser declines to purchase Common Shares offered to the person Purchaser under this Section 4.14. 26 (h) The Company and the Purchaser shall cooperate in good faith to which facilitate the Company intended exercise of the Purchaser’s rights under this Section 4.14, including to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such memberssecure any required third party approvals or consents.

Rights to Purchase New Securities. (a) In the event that the Company Corporation proposes to issue New SecuritiesSecurities (other than in connection with the Offering), each member of the Investor Group Shareholder shall have the right to purchase, purchase in lieu of the person Person to whom the Company Corporation proposed to issue such New Securities, in accordance 6 with paragraph (b5(b) below, a number of Common Shares or other New Securities which the Corporation proposes to issue equal to the product of (i) the total number or amount of Common Shares or other New Securities which the Company Corporation proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock Voting Interests which such member Shareholder holds or beneficially owns at such time on a Fully Diluted Basistime, and the denominator of which shall be the total number of shares Voting Interests then outstanding. The rights given by the Corporation under this Section 5 shall terminate if unexercised within 30 days after receipt of Common Stock then outstanding on a Fully Diluted Basisthe Notice of Issuance referred to in paragraph 5(b) below. (b) In the event that the Company Corporation proposes to undertake an issuance of New SecuritiesSecurities (other than in connection with the Offering), it shall give written notice (a “"Notice of Issuance”") of its intention to each of the members of the Investor GroupShareholder, describing the all material terms of the New Securities, including the price thereof, and the all material terms upon which the Company Corporation proposes to issue such New Securities. The members of the Investor Group Each Shareholder shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a any portion of such member’s its pro rata share of such New Securities (as determined pursuant to paragraph (a5(a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents cash equivalents or Marketable Securities marketable securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person Person to whom the Company Corporation proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company Corporation, and stating therein the quantity of New Securities to be purchased by such member of the Investor Group and the allocation of such New Securities among the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in this paragraph (b)Shareholder. (c) The Company and each member of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such members.

Rights to Purchase New Securities. (a) In the event that the Company proposes to issue New Securities, each member of the Investor Group shall have the right to purchase, in lieu of the person to whom the Company proposed to issue such New Securities, in accordance with paragraph (b) below, a number of New Securities equal to the product of (i) the total number or amount of New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member owns at such time on a Fully Diluted Basis, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basis. (b) In the event that the Company proposes to undertake an issuance of New Securities, it shall give written notice (a “Notice of Issuance”) of its intention to each of the members of the Investor Group, describing the material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 20 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by such member of the Investor Group and the allocation of such New Securities among the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 20 days after receipt of the Notice of Issuance referred to in this paragraph (b). (c) The Company and each member of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 3020-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such members.

Rights to Purchase New Securities. (a) In For so long as the event that the Company proposes Purchaser, together with its Affiliates, has not transferred any Shares acquired pursuant to issue New Securitiesthis Agreement to one or more third parties, each member of the Investor Group Purchaser shall have the right to purchase, in lieu on the terms and conditions set forth herein, Purchaser’s Pro Rata Portion of the person to whom the (i) any Company proposed to issue such New Securities, or (ii) any Subsidiary Securities, in accordance with paragraph each case that the Company or the Company’s Subsidiary may propose to issue (beach of (i) belowand (ii), a number the “New Securities”). Except as otherwise provided herein, the “Pro Rata Portion” of New Securities equal that the Purchaser shall be entitled to purchase in the product of aggregate shall be determined by multiplying (ix) the total number or principal amount of such offered New Securities which the Company proposes to issue at such time and by (iiy) a fraction, the numerator of which shall be is the total number of shares of Common Stock then held by the Purchaser (counting for such purposes all shares of Common Stock into which any securities owned by the Purchaser are directly or indirectly convertible or exercisable, without regard to any limitations on conversion that may apply pursuant to the terms of such member owns at such time on a Fully Diluted Basissecurities, if any, and the denominator of which shall be is the total number of shares of Common Stock then outstanding (counting for such purposes all shares of Common Stock into which any securities owned by all shareholders are directly or indirectly convertible or exercisable, without regard to any limitations on a Fully Diluted Basisconversion that may apply pursuant to the terms of such securities). (b) In the event that the The Company proposes to undertake an issuance of New Securities, it shall give written Purchaser notice (a an “Notice of IssuanceIssuance Notice”) of its intention to each any proposed issuance or sale by the Company or any Subsidiary of the members Company of any New Securities at least thirty (30) days prior to the Investor Group, describing proposed issuance or sale date. The Issuance Notice shall specify the price at which such New Securities are to be issued or sold and the other material terms of the issuance. Subject to Section 4.16(f) below, Purchaser shall be entitled to purchase up to Purchaser’s Pro Rata Portion of the New SecuritiesSecurities proposed to be issued or sold, including at the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon on the terms specified in the Notice Issuance Notice. (c) If Purchaser is to purchase any or all of its Pro Rata Portion of the New Securities specified in the Issuance by giving Notice, Purchaser shall deliver written notice to the Company and stating therein (an “Exercise Notice”) of its election to purchase such New Securities within thirty (30) days after the quantity date of the Issuance Notice. The Exercise Notice shall specify the number (or amount) of New Securities to be purchased by Purchaser and shall constitute exercise by Purchaser of its rights under this Section 4.16 and a binding agreement of Purchaser to purchase, at the price and. on the terms and conditions specified in the Issuance Notice, the number of shares (or amount) of New Securities specified in the Exercise Notice. If, at the termination of such member thirty (30)-day period, Purchaser shall not have delivered an Exercise Notice to the Company, Purchaser shall be deemed to have waived all of its rights under this Section 4.16 with respect to the Investor Group and the allocation purchase of such New Securities among (but not with respect to the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt purchase of the Notice future issuances of Issuance referred to in this paragraph (bNew Securities). (cd) The Company and each member or the applicable Subsidiary thereof shall have sixty (60) days after the date of the Investor GroupIssuance Notice to consummate the proposed issuance or sale of any or all of such New Securities that Purchaser has not elected to purchase at the price and upon terms and conditions specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such sixty (60)-day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been received, but in no event later than one hundred twenty (120) days after the date of the Issuance Notice. If the Company or a Subsidiary thereof proposes to issue or sell any such New Securities after such sixty (60)-day (or 120-day) period, it elects to purchase shall again comply with the procedures set forth in this Section 4.16. (e) At the consummation of the issuance or sale of such New Securities, the Company or the applicable Subsidiary thereof shall issue certificates or instruments representing the New Securities to be sold purchased by Purchaser in connection with exercising its preemptive rights pursuant to this Section 4.16 registered in the name of Purchaser, promptly following payment by Purchaser of the purchase price for such New Securities in accordance with the terms and conditions as specified in the Issuance Notice. (f) Notwithstanding the foregoing, Purchaser shall not be entitled to purchase New Securities as contemplated by this Section 4.16 in connection with issuances or sales of New Securities (i) to employees, officers, directors or consultants of the Company pursuant to any employee benefit plans or compensatory arrangements approved by the CompanyBoard of Directors (including upon the exercise of employee stock options granted pursuant to any such plans or arrangements), (ii) as consideration in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction, (iii) in connection with the exercise or conversion of outstanding Company Securities or any interest payment, dividend or distribution in respect of outstanding Company Securities, (iv) in connection with any expedited issuance of New Securities undertaken at the written direction of an applicable Bank Regulatory Authority, or (v) in connection with the issuance of Company Securities pursuant to the Other Purchase Agreements. Purchaser shall select not be entitled to purchase New Securities to the extent that such purchase would cause Purchaser to be in breach of its obligations under Sections 4.9 and 4.17, respectively. (g) Notwithstanding the foregoing provisions of this Section 4.16, if a date not later than 20 days (majority of the directors of the Board of Directors determines that it is in the best interests of the Company to issue equity or longer if required by Law) after debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities prior to the expiration of the 30-day notice period referenced time periods set forth in Sections 4.16(b) and (c) (an “Expedited Issuance”). In connection with such Expedited Issuance, the Company and the Board of Directors shall make appropriate provision in order to comply with the provisions of this Section 4.03(b4.16 following the completion of such Expedited Issuance. The sale of any such additional New Securities under this Section 4.16(g) for to the closing Purchaser and to the Other Purchasers pursuant to similar provisions in the Other Purchase Agreements shall be consummated as promptly as is practicable, but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance. Notwithstanding anything to the contrary in this Agreement, no rights of the purchase and sale of Purchaser under this Agreement will be adversely affected solely as the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault temporary dilution of the Company, within the provided time period, the Company may issue the New Securities subject its percentage ownership of Common Shares due to purchase by such member free and clear from the restrictions an Expedited Issuance under this Section 4.03. Any New Securities not elected to be purchased by 4.16(g); provided, however, that such members rights may be sold by adversely affected from and after such time, if any, that the Company Purchaser declines to purchase Common Shares offered to the person Purchaser under this Section 4.16. (h) The Company and the Purchaser shall cooperate in good faith to which facilitate the Company intended exercise of the Purchaser’s rights under this Section 4.16, including to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such memberssecure any required third party approvals or consents.

Rights to Purchase New Securities. The provisions of this Section 4.03 shall apply only after the occurrence of the Tranche 1 Closing: (a) In the event that the Company proposes to issue New Securities, each member of the Investor Group shall have the right (i) to purchase, purchase in lieu of the person to whom the Company proposed to issue such New Securities, in accordance with paragraph (b) below, a number of New Securities equal to the product of (iA) the total number or amount of New Securities which the Company proposes to issue at such time and (iiB) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member the Investor owns at such time on a Fully Diluted Basistime, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basisoutstanding. (b) In the event that the Company proposes to undertake an issuance of New Securities, it shall give written notice (a “Notice of Issuance”) of its intention to each of the members of the Investor GroupInvestor, describing the material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 thirty (30) days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s the Investor's pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent DirectorsBoard) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by such member of the Investor Group and the allocation of such New Securities among the membersInvestor. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 thirty (30) days after receipt of the Notice of Issuance referred to in this paragraph (bSection 4.03(b). (c) The Company and each member of the Investor GroupInvestor, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 twenty (20) days (or longer if required by Law) after the expiration of the (thirty) 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member the Investor free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members the Investor may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to the Investor. (d) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.03, the Company may elect to give notice to the Investor within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by the Investor, maintain the Investor's percentage-ownership position, calculated as set forth in Section 4.03(a) before giving effect to the issuance of such membersNew Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Rights to Purchase New Securities. (a) In the event that the Company proposes to issue New SecuritiesSecurities (prior to, and other than in connection with, an Initial Public Offering), each member of the Investor Group Securityholder shall have the right to purchase, purchase in lieu of the person Person to whom the Company proposed to issue such New Securities, in accordance with paragraph (b) below, a number of Shares or other New Securities which the Company proposes to issue equal to the product of (i) the total number or amount of Shares or other New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock Voting Interests which such member Securityholder holds or beneficially owns at such time on a Fully Diluted Basistime, and the denominator of which shall be the sum of (i) the total number of shares of Common Stock Voting Interests then outstanding plus (ii) the total number of Voting Interests Priceline is entitled to purchase on a Fully Diluted Basisthe fifth anniversary date of the Priceline Warrant or, if earlier, upon the occurrence of an Exercise Event under the Priceline Warrant. The rights given by the Company under this Section 7.02 shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in paragraph (b) below. (b) In the event that the Company proposes to undertake an issuance of New SecuritiesSecurities (prior to, and other than in connection with, an Initial Public Offering), it shall give written notice (a “"Notice of Issuance”") of its intention to each of the members of the Investor GroupSecurityholder, describing the all material terms of the New Securities, including the price thereof, and the all material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group Each Securityholder shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a any portion of such member’s its pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents cash equivalents or Marketable Securities marketable securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person Person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company Company, and stating therein the quantity of New Securities to be purchased by such member of the Investor Group and the allocation of such New Securities among the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in this paragraph (b)Securityholder. (c) The Company and each member of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such members.

Rights to Purchase New Securities. The provisions of this Section 4.03 shall apply only after the occurrence of the Tranche 1 Closing: (a) In the event that the Company proposes to issue New Securities, each member of the Investor Group shall have the right (i) to purchase, purchase in lieu of the person to whom the Company proposed to issue such New Securities, in accordance with paragraph (b) below, a number of New Securities equal to the product of (iA) the total number or amount of New Securities which the Company proposes to issue at such time and (iiB) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member the Investor owns at such time on a Fully Diluted Basistime, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basisoutstanding. (b) In the event that the Company proposes to undertake an issuance of New Securities, it shall give written notice (a “Notice of Issuance”) of its intention to each of the members of the Investor GroupInvestor, describing the material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Group shall have 30 thirty (30) days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such memberthe Investor’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent DirectorsBoard) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by such member of the Investor Group and the allocation of such New Securities among the membersInvestor. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 thirty (30) days after receipt of the Notice of Issuance referred to in this paragraph (bSection 4.03(b). (c) The Company and each member of the Investor GroupInvestor, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 twenty (20) days (or longer if required by Law) after the expiration of the (thirty) 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member the Investor free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members the Investor may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to the Investor. (d) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.03, the Company may elect to give notice to the Investor within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by the Investor, maintain the Investor’s percentage-ownership position, calculated as set forth in Section 4.03(a) before giving effect to the issuance of such membersNew Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Investors.

Rights to Purchase New Securities. (a) In the event that the Company Corporation proposes to issue New SecuritiesSecurities (other than in connection with the Offering), each member of the Investor Group Shareholder shall have the right to purchase, purchase in lieu of the person Person to whom the Company Corporation proposed to issue such New Securities, in accordance with paragraph (b5(b) below, a number of Common Shares or other New Securities which the Corporation proposes to issue equal to the product of (i) the total number or amount of Common Shares or other New Securities which the Company Corporation proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock Voting Interests which such member Shareholder holds or beneficially owns at such time on a Fully Diluted Basistime, and the denominator of which shall be the total number of shares Voting Interests then outstanding. The rights given by the Corporation under this Section 5 shall terminate if unexercised within 30 days after receipt of Common Stock then outstanding on a Fully Diluted Basisthe Notice of Issuance referred to in paragraph 5(b) below. (b) In the event that the Company Corporation proposes to undertake an issuance of New SecuritiesSecurities (other than in connection with the Offering), it shall give written notice (a “"Notice of Issuance”") of its intention to each of the members of the Investor GroupShareholder, describing the all material terms of the New Securities, including the price thereof, and the all material terms upon which the Company Corporation proposes to issue such New Securities. The members of the Investor Group Each Shareholder shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a any portion of such member’s its pro rata share of such New Securities (as determined pursuant to paragraph (a5(a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents cash equivalents or Marketable Securities marketable securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person Person to whom the Company Corporation proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company Corporation, and stating therein the quantity of New Securities to be purchased by such member of the Investor Group and the allocation of such New Securities among the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in this paragraph (b)Shareholder. (c) The Company and each member of the Investor Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such members.

Rights to Purchase New Securities. (a) In the event that the Company proposes to issue New Securities, each member of the Investor Yellowstone Group shall have the right to purchase, in lieu of the person to whom the Company proposed to issue such New Securities, in accordance with paragraph (b) below, a number of New Securities equal to the product of (i) the total number or amount of New Securities which the Company proposes to issue at such time and (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock which such member owns at such time on a Fully Diluted Basis, and the denominator of which shall be the total number of shares of Common Stock then outstanding on a Fully Diluted Basis. (b) In the event that the Company proposes to undertake an issuance of New Securities, it shall give written notice (a “Notice of Issuance”) of its intention to each of the members of the Investor Yellowstone Group, describing the material terms of the New Securities, including the price thereof, and the material terms upon which the Company proposes to issue such New Securities. The members of the Investor Yellowstone Group shall have 30 days from the date of receipt of the Notice of Issuance to agree to purchase all or a portion of such member’s pro rata share of such New Securities (as determined pursuant to paragraph (a) above) for the same consideration, if such proposed consideration shall consist solely of cash, or, if such consideration consists of property or assets other than cash, for cash, Cash Equivalents or Marketable Securities having an equivalent value (as reasonably determined by a majority of the Independent Directors) to the consideration payable by the person to whom the Company proposes to issue such New Securities at the time of payment, and otherwise upon the terms specified in the Notice of Issuance by giving written notice to the Company and stating therein the quantity of New Securities to be purchased by such member of the Investor Yellowstone Group and the allocation of such New Securities among the members. The rights given by the Company under this Section 4.03(b) shall terminate if unexercised within 30 days after receipt of the Notice of Issuance referred to in this paragraph (b). (c) The Company and each member of the Investor Yellowstone Group, if it elects to purchase the New Securities to be sold by the Company, shall select a date not later than 20 days (or longer if required by Law) after the expiration of the 30-day notice period referenced in Section 4.03(b) for the closing of the purchase and sale of the New Securities. In the event any purchase by the members of the Investor Yellowstone Group is not consummated, other than as a result of the fault of the Company, within the provided time period, the Company may issue the New Securities subject to purchase by such member free and clear from the restrictions under this Section 4.03. Any New Securities not elected to be purchased by such members may be sold by the Company to the person to which the Company intended to sell such New Securities on terms and conditions no less favorable to the Company than those offered to such members.