Common use of Subscription Right Clause in Contracts

Subscription Right. (i) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (v) pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement), then, as to each Investor who then Owns Preferred Stock, the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis. (ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e). (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (ia) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns (i) an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to such Purchaser pursuant to this Agreement or (ii) at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock issuable upon exchange of the Notes and the Series A Preferred, and upon exercise of the Warrants and Existing Warrants), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (Company, other than the issuance (i) shares of securities Common Stock issuable upon (vA) pursuant to options and warrants outstanding as conversion of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion shares of the Preferred Stock issuable upon exchange of the Notes or Series A Preferred, or (B) upon exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Company's Amended and Restated Certificate Securities Act with anticipated gross proceeds to the Company of Incorporation (the "Restated Certificate")at least $20 million, (yv) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to an employee any stock option plan, stock bonus planoption, stock purchase or similar plan or other management arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the Board of Directors, (vii) shares of Common Stock issuable upon exercise of that certain warrant to purchase 1,080,000 shares of Common Stock issued to Motorola, Inc. on September 9, 2003, (viii) any equity program securities, debt securities convertible into equity securities and the equity securities issued upon the conversion thereof, issued in settlement of litigation, provided such settlement is approved by the BoardBoard of Directors and the Purchasers holding at least a majority of the outstanding aggregate principal amount of the Notes issued pursuant to this Agreement, or (zix) pursuant to the terms of the Purchase this Agreement), then, as to each Investor who then Owns Preferred StockPurchaser, the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis. (ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e). (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (ia) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term "“equity securities" ” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible or exercisable into or exchangeable for equity securities) of the Company to any Person, except for issuances (other than 1) to any director, employee, or consultant of or to the issuance Company or any of securities (v) its Subsidiaries pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stockan equity-for-stock acquisition of another Person that has been incentive plan approved by the Board, (x2) upon conversion pursuant to a stock split, subdivision, or similar transaction or dividend applicable to the outstanding equity interests of the Preferred Stock pursuant to the Company's Amended and Restated Certificate Company as a dividend or share split of Incorporation (the "Restated Certificate")any equity interests then outstanding, (y3) pursuant to an employee stock option planInitial Public Offering, stock bonus plan, stock purchase plan (4) to lenders in connection with the incurrence of indebtedness or other management equity program approved by the Board(5) as full or partial consideration in, or (z) pursuant to the terms of the Purchase Agreement)otherwise in connection with, any merger, acquisition or joint venture with another business enterprise, then, as to each Investor who then Owns Preferred Stock, the Company shall: (Ai) give written notice setting forth in reasonable detail (1A) the designation and all of the terms and provisions of the securities proposed to be issued (the "“Proposed Securities"”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest dividend rate and maturity; (2B) the price and other terms of the proposed sale of such securities; (3C) the amount of such securities proposed to be issued; and (4D) such other information as such Investors each Stockholder may reasonably request in order to evaluate the proposed issuance; and (Bii) offer to issue to each such Investor Stockholder a portion of the Proposed Securities equal to the total number of the Proposed Securities multiplied by a percentage determined by dividing (x) fraction, the numerator of which shall be the number of shares of Common Class A Stock Owned then owned by such Investor, by (y) Stockholder and the total denominator of which shall be the aggregate number of outstanding shares of Common Class A Stock then outstanding(or, including for purposes to the extent permitted by any other agreement of this calculation all holders of Equity Securities, vested options to purchase shares of Common Stock outstanding on a fully diluted, as converted basisClass A Stock) (the “Subscription Right”). (iib) Each such Investor Stockholder must exercise its purchase rights Subscription Right hereunder within ten (10) days Business Days after receipt of such notice from the Company. If all Company and such Subscription Right may be exercised with respect to any amount of the Proposed Securities offered available for purchase by such Stockholder. The closing of any such sale shall not occur less than ten (10) Business Days following the receipt by the Company of the last notice by a holder of Shares exercising such Subscription Right. At the Closing, the Company shall issue the certificates evidencing the Shares to be conveyed to each holder of Shares that exercised such Subscription Right, duly endorsed and in negotiable form with any required documentary stamps affixed thereto or with an instrument evidencing the Transfer reasonably acceptable to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt holder of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unitShares. (iiic) Upon the expiration of the offering periods period described above, the Company will be free to sell such Proposed Securities that such Investors the Stockholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holdersthe Stockholders. Any Proposed Securities offered or sold by the Company after such 90-clay 90 day period must be reoffered to such Investors the Stockholders pursuant to this Section 3(e)2.04. (ivd) The election by such an Investor a Stockholder not to exercise its subscription rights Subscription Rights under this Section 3(e) 2.02 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuanceoffer or reoffer. Any sale of such securities by the Company without first giving such investors the Stockholders the rights described in this Section 3(e) 2.02 shall be void and of no force and or effect.

Subscription Right. (ia) If Subject to the restrictions set forth in subsection 6.8 (e) below, if at any time after the date hereof, hereof the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than (1) shares of Common Stock issued upon conversion of the issuance Company's Preferred Stock; (2) shares of securities (v) Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to options such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) issued or to be issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board; (3) shares of Common Stock issued pursuant to the exercise of options, warrants or convertible securities outstanding as of the date of this Agreement; (4) shares of Common Stock issuable in connection with a loan or leasing transaction approved by the Board of Directors, (w5) shares of Series B Preferred, Series C Preferred or the Series C Warrant issued under this Agreement, (6) equity securities issued in strategic transactions approved by a majority of the members of the Board of Directors including at least one of the directors elected by the holders of the Series B Preferred and the Series C Preferred, (7) equity securities issued to the public in a firm commitment underwriting pursuant to a stock-for-stock registration statement filed under the Securities Act, (8) equity securities issued pursuant to the acquisition of another Person that has been approved corporation by the BoardCompany by merger, purchase of substantially all of the assets or other form of reorganization, (x9) upon conversion equity securities issued in the transactions described in subsection 6.10(a) below and (10) shares of Common Stock issuable under options, warrants or rights granted in connection with any of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (yforegoing transactions) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement), then, as to each long as the Investor who then Owns Preferred holds in excess of one percent (1%) of the then outstanding shares of Common Stock), the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis. (ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e). (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (ia) If at any time after the date hereof, and for so long as a Purchaser Beneficially Owns at least twenty-five percent (25%) of the shares of Common Stock issuable to such Purchaser pursuant to this Agreement and the 2002 Purchase Agreement (including upon conversion of the shares of the Preferred Stock and the Series A Preferred and upon exercise of the Warrants and Existing Warrants but excluding the shares of Preferred Stock issuable upon the Company's Call Right), the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (Company, other than the issuance (i) shares of securities (v) pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) Common Stock issuable upon conversion of the shares of the Preferred Stock or Series A Preferred or exercise of the Warrants or the Existing Warrants, (ii) shares of Preferred Stock issuable upon exchange of the Notes, (iii) the Warrants, (iv) shares of Common Stock issued to the public in a firm commitment underwriting pursuant to a registration statement filed under the Company's Amended and Restated Certificate Securities Act with anticipated gross proceeds to the Company of Incorporation (the "Restated Certificate")at least $20 million, (yv) shares of Common Stock issued in connection with bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (vi) shares of Common Stock issued pursuant to an employee any stock option plan, stock bonus planoption, stock purchase or similar plan or other management equity program approved arrangement for the benefit of the employees of the Company or its subsidiaries, duly adopted by the BoardBoard of Directors, or (zvii) pursuant to the terms of the Purchase this Agreement), then, as to each Investor who then Owns Preferred StockPurchaser, the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis. (ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e). (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (ia) If at any time after the date hereof, the Company proposes determines to issue equity securities of any kind (for these purposes, the term "equity securities" shall include for these purposes any include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company (other than than: (i) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; (ii) the issuance of equity securities to employees, officers or directors of, or consultants or advisors to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to options and warrants any rights or agreements outstanding as of the date of this Agreement, (w) including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to a stock-for-stock acquisition any such rights or agreements granted after the date of another Person that has been this Agreement approved by the Board, ; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (xvi) upon conversion shares of the Exchangeable Preferred Stock pursuant issued as dividends with respect to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved Shares purchased by the BoardInvestors hereunder, or (zvii) pursuant to the terms shares of Common Stock issued or issuable upon exchange of the Purchase Agreement), Exchangeable Preferred Stock) then, for so long as to each Investor who then WP Owns Preferred Stockat least two-thirds of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Shares, the Company shall: (A1) give written notice to WP setting forth in reasonable detail (1A) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2B) the price and other terms of the proposed sale of such securities; (3C) the amount of such securities proposed to be issuedProposed Securities; and (4D) such other information as such Investors WP may reasonably request in order to evaluate the proposed issuance; and (B2) subject to applicable law and the rules and regulations of the SEC and NASDAQ Stock Market, offer to issue to each such Investor WP upon the terms described in the notice delivered pursuant to Section 5.5(a)(1) above, a portion of the Proposed Securities equal to a percentage determined by dividing (xi) the number percentage of shares of the Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) Owned by such Investor, by (y) WP immediately prior to the issuance of the equity securities relative to the total number of shares of Common Stock then outstanding(including the Exchange Shares issuable upon the Exchange, including for purposes if the Exchange has not occurred) outstanding immediately prior to the issuance of this calculation all shares the equity securities, multiplied by (ii) the total number of Common Stock outstanding on a fully dilutedProposed Securities. Notwithstanding the foregoing, as converted basisthe Company shall not be required to offer or sell such Proposed Securities to WP if it would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. (iib) Each such Investor WP must exercise its purchase rights hereunder within ten (10) days 5 Business Days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors WP must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iiic) Upon the expiration of the offering periods period described above, the Company will be free to sell such Proposed Securities that such Investors have WP has not elected to purchase during the ninety (90) 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e)WP. (ivd) The election by such an Investor WP not to exercise its subscription rights under this Section 3(e) 5.5 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors WP the rights described in this Section 3(e) 5.5 shall be void and of no force and effect. (e) The subscription rights established by this Section 5.5 shall not apply to, and shall terminate upon a consolidation, merger, reorganization or other form of acquisition of or by the Company in which the Company's stockholders immediately prior to the transaction retain less than 50% of the voting power of or economic interest in the surviving or resulting entity (or its parent), or a sale of the Company's assets in excess of a majority of the Company's assets (valued at fair market value as determined in good faith by the Board).

Subscription Right. (a) KBR hereby grants to Halliburton, on the terms and conditions set forth herein, a continuing right (the “Subscription Right”) to purchase from KBR, at the times set forth herein: (i) If at any time after the date hereof, the Company proposes with respect to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (v) pursuant to options and warrants outstanding as a class or series of the date shares of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement), then, as to each Investor who then Owns Preferred KBR Voting Stock, the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale number of such securities; shares as is necessary to allow Halliburton to maintain its Voting Percentage (3) or, in the amount case of a class or series not outstanding prior to such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to each such Investor a portion , 80% of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis.such class or series being issued); and (ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt with respect to the issuance of a class or series of shares of KBR Non-Voting Stock, the number of such notice from shares as is necessary to allow Halliburton to maintain its Ownership Percentage with respect to such class or series of shares (or, in the Company. If all case of a class or series not outstanding prior to such issuance, 80% of the Proposed Securities offered total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to such Investors are not fully subscribed time, by such InvestorsHalliburton to any member of the Halliburton Group or to a Halliburton Transferee pursuant to Section 5.8. The exercise price for each share purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by KBR of shares in exchange for cash consideration, the remaining Proposed Securities will be reoffered per share price paid to KBR in the Investors purchasing their full allotment upon related Issuance Event (defined below); and (ii) in the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one event of the securities making up such unit. (iii) Upon the expiration issuance by KBR of the offering periods described aboveshares for consideration other than cash, the Company will be free to sell per share Market Price of such Proposed Securities that such Investors have not elected to purchase during shares at the ninety Issuance Event Date (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(edefined below). (ivb) The election provisions of Section 5.4(a) hereof notwithstanding, and subject to Section 5.6 hereof, the Subscription Right granted pursuant to Section 5.4(a) shall not apply and shall not be exercisable in connection with the issuance by KBR of any shares of KBR Common Stock pursuant to any stock option or other executive, director or employee benefit, compensation or incentive plan maintained by KBR, to the extent such issuance: (i) would not result in Halliburton and other members of the Halliburton Group losing collective control of KBR within the meaning of Section 368(c) of the Code, (ii) would not cause Halliburton to fail to satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of KBR or (iii) would not cause a change of control under the provisions of Section 355(e) of the Code. The Subscription Right granted pursuant to Section 5.4(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of KBR Non-Voting Stock, is less than 80%. (c) At least 20 Business Days prior to the issuance of any shares of KBR Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by KBR in the circumstances described in Section 5.4(b) above and other than issuances of shares to any member of the Halliburton Group) or the first date on which any event could occur that, in the absence of a full or partial exercise of the Subscription Right, would result in a reduction in the Voting Percentage, a reduction in any Ownership Percentage or the issuance of any shares of a class or series of KBR Non-Voting Stock not outstanding prior to such issuance, KBR will notify Halliburton in writing (a “Subscription Right Notice”) of any plans it has to issue such shares and the date on which such issuance could first occur (such issuance being referred to herein as an Investor “Issuance Event” and the closing date of such issuance an “Issuance Event Date”). The Subscription Right Notice shall also specify the number of shares KBR intends to issue or may issue (or, if an exact number is not known, a good faith estimate of the range of shares KBR may issue) and the other terms and conditions of such Issuance Event. (d) The Subscription Right may be exercised by Halliburton (or any member of the Halliburton Group to which all or any part of the Subscription Right has been assigned) for a number of shares equal to or less than the number of shares the Halliburton Group is entitled to purchase pursuant to Section 5.4(a). The Subscription Right may be exercised at any time after receipt of an applicable Subscription Right Notice and prior to the applicable Issuance Event Date by the delivery to KBR of a written notice to such effect specifying (i) the number of shares to be purchased by Halliburton or any member of the Halliburton Group, and (ii) a determination of the exercise price for such shares. Upon any such exercise of the Subscription Right, KBR will, on or prior to the applicable Issuance Event Date, deliver to Halliburton (or any member of the Halliburton Group designated by Halliburton), against payment therefor, certificates (issued in the name of Halliburton or its permitted assignee hereunder or as directed by Halliburton) representing the shares being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by KBR, for the full purchase price of such shares. (e) Except as provided in Section 5.4(f), any failure by Halliburton to exercise its subscription rights the Subscription Right, or any exercise for less than all shares purchasable under this Section 3(e) the Subscription Right, in connection with any one instance particular Issuance Event shall not affect its Halliburton’s right to exercise the Subscription Right in connection with any subsequent Issuance Event; provided, however, that the Voting Percentage and any Ownership Percentage following such Issuance Event in connection with which Halliburton so failed to exercise such Subscription Right in full or in part shall be recalculated to account for the dilution of Halliburton’s interest. (f) The Subscription Right, or any part thereof, assigned to any member of the Halliburton Group other than Halliburton, shall terminate in respect the event that such member ceases to be a Majority Owned Subsidiary of a reduction in its percentage holdings) as to Halliburton for any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effectreason whatsoever.

Subscription Right. (ia) If at any time after the date hereof, the Company proposes determines to issue equity securities of any kind (for these purposes, the term "“equity securities" ” shall include for these purposes any include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company (other than than: (i) the issuance of equity securities (v) to employees, officers or directors of, or consultants or advisors to the Company pursuant to options and warrants outstanding any employee benefit plan approved by the Board; (ii) any equity securities issued as of consideration in connection with an acquisition, merger, consolidation, restructuring, reorganization, or other change in capitalization by the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that company provided such transaction has been approved by the BoardBoard and, if the Exchange has not yet occurred, the Exchangeable Preferred Stock is redeemed in connection therewith; (iii) any equity security issued in connection with a collaboration, disposition or acquisition or assets, product promotion, marketing, manufacturing or supply, and/or research and development, including without limitation pursuant to a license agreement, purchase agreement, (xco-)promotion agreement, manufacturing agreement, collaboration or other similar agreement related thereto; (iv) shares of Exchangeable Preferred Stock issued as dividends with respect to Exchangeable Preferred Stock; or (v) shares of Common Stock issued or issuable upon conversion exchange of the Exchangeable Preferred Stock pursuant Stock) then, for so long as the Investor owns (within the meaning of Rule 13d-3 under the Exchange Act and giving effect to the Company's Amended exchange of all outstanding Exchangeable Preferred Stock, including all accrued and Restated Certificate of Incorporation unpaid dividends (whether or not declared) thereon, into Common Stock at the "Restated Certificate"then applicable exchange rate (whether or not then exchangeable), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms at least 10% of the Purchase Agreement), then, as to each Investor who then Owns Preferred shares of Common Stock, the Company shall: (A1) give written notice to the Investor setting forth in reasonable detail (1A) the designation and all of the terms and provisions of the securities proposed to be issued (the "“Proposed Securities"”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2B) the price and other terms of the proposed sale of such securities; (3C) the amount of such securities proposed to be issuedProposed Securities; and (4D) such other information as such Investors the Investor may reasonably request in order to evaluate the proposed issuance; and (B2) subject to applicable law and the rules and regulations of the SEC and the NASDAQ Stock Market, offer to issue to each such the Investor upon the terms described in the notice delivered pursuant to Section 5.4(a)(1) above, a portion of the Proposed Securities equal to a percentage determined by dividing (xi) the number percentage of shares of the Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) Owned by such Investor, by (y) the Investor immediately prior to the issuance of the equity securities relative to the total number of shares of Common Stock then outstanding(including the Exchange Shares issuable upon the Exchange, including for purposes if the Exchange has not occurred) outstanding immediately prior to the issuance of this calculation all shares the equity securities, multiplied by (ii) the total number of Common Stock outstanding on a fully dilutedProposed Securities. Notwithstanding the foregoing, as converted basisthe Company shall not be required to offer or sell such Proposed Securities to the Investor if it would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. (iib) Each such The Investor must give notice of its intent to exercise its purchase rights hereunder within ten (10) days 20 Business Days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors the Investor must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iiic) Upon the expiration of the offering periods period described above, the Company will be free to sell such Proposed Securities that such Investors have the Investor has not elected to purchase during the ninety (90) 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e)Investor. (ivd) The election by such an the Investor not to exercise its subscription rights under this Section 3(e) 5.4 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the Investor the rights described in this Section 3(e) 5.4 shall be void and of no force and effect. (e) The subscription rights established by this Section 5.4 shall not apply to, and shall terminate upon a consolidation, merger, restructuring, reorganization, recapitalization or other form of acquisition of or by the Company that results in a Change of Control (as defined in the Certificate of Designations) and, if the Exchange has not occurred, in connection with which the Exchangeable Preferred Stock is redeemed. (f) The Company and the Investor hereby declare that it is impossible to measure in money the damages which will accrue to the parties hereto by reason of the failure of any party to perform any of its obligations set forth in this Section 5.4. Therefore, the Company and the Investor shall have the right to specific performance of such obligations, and if any party hereto shall institute any action or proceeding to enforce the provisions hereof, each of the Company and the Investor hereby waive the claim or defense that the party instituting such action or proceeding has an adequate remedy at law.

Subscription Right. (a) KBR hereby grants to Halliburton, on the terms and conditions set forth herein, a continuing right (the “Subscription Right”) to purchase from KBR, at the times set forth herein: (i) If at any time after the date hereof, the Company proposes with respect to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (v) pursuant to options and warrants outstanding as a class or series of the date shares of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement), then, as to each Investor who then Owns Preferred KBR Voting Stock, the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale number of such securities; shares as is necessary to allow Halliburton to maintain its Voting Percentage (3) or, in the amount case of a class or series not outstanding prior to such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue to each such Investor a portion , 80% of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis.such class or series being issued); and (ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt with respect to the issuance of a class or series of shares of KBR Non-Voting Stock, the number of such notice from shares as is necessary to allow Halliburton to maintain its Ownership Percentage with respect to such class or series of shares (or, in the Company. If all case of a class or series not outstanding prior to such issuance, 80% of the Proposed Securities offered total number of shares of such class or series being issued). The Subscription Right shall be assignable, in whole or in part and from time to such Investors are not fully subscribed time, by such InvestorsHalliburton to any member of the Halliburton Group or to a Halliburton Transferee pursuant to Section 5.7. The exercise price for each share purchased pursuant to an exercise of the Subscription Right shall be: (i) in the event of the issuance by KBR of shares in exchange for cash consideration, the remaining Proposed Securities will be reoffered per share price paid to KBR in the Investors purchasing their full allotment upon related Issuance Event (defined below); and (ii) in the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one event of the securities making up such unit. (iii) Upon the expiration issuance by KBR of the offering periods described aboveshares for consideration other than cash, the Company will be free to sell per share Market Price of such Proposed Securities that such Investors have not elected to purchase during shares at the ninety Issuance Event Date (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(edefined below). (ivb) The election provisions of Section 5.4(a) hereof notwithstanding, and subject to Section 5.6 hereof, the Subscription Right granted pursuant to Section 5.4(a) shall not apply and shall not be exercisable in connection with the issuance by KBR of any shares of KBR Common Stock pursuant to any stock option or other executive, director or employee benefit, compensation or incentive plan maintained by KBR, to the extent such issuance: (i) would not result in Halliburton and other members of the Halliburton Group losing collective control of KBR within the meaning of Section 368(c) of the Code, (ii) would not cause Halliburton to fail to satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of KBR or (iii) would not cause a change of control under the provisions of Section 355(e) of the Code. The Subscription Right granted pursuant to Section 5.4(a) shall terminate if at any time the Voting Percentage, or the Ownership Percentage with respect to any class or series of KBR Non-Voting Stock, is less than 80%. (c) At least 20 Business Days prior to the issuance of any shares of KBR Stock (other than pursuant to any stock option or other executive or employee benefit or compensation plan maintained by KBR in the circumstances described in Section 5.4(b) above and other than issuances of shares to any member of the Halliburton Group) or the first date on which any event could occur that, in the absence of a full or partial exercise of the Subscription Right, would result in a reduction in the Voting Percentage, a reduction in any Ownership Percentage or the issuance of any shares of a class or series of KBR Non-Voting Stock not outstanding prior to such issuance, KBR will notify Halliburton in writing (a “Subscription Right Notice”) of any plans it has to issue such shares and the date on which such issuance could first occur (such issuance being referred to herein as an Investor “Issuance Event” and the closing date of such issuance an “Issuance Event Date”). The Subscription Right Notice shall also specify the number of shares KBR intends to issue or may issue (or, if an exact number is not known, a good faith estimate of the range of shares KBR may issue) and the other terms and conditions of such Issuance Event. (d) The Subscription Right may be exercised by Halliburton (or any member of the Halliburton Group to which all or any part of the Subscription Right has been assigned) for a number of shares equal to or less than the number of shares the Halliburton Group is entitled to purchase pursuant to Section 5.4(a). The Subscription Right may be exercised at any time after receipt of an applicable Subscription Right Notice and prior to the applicable Issuance Event Date by the delivery to KBR of a written notice to such effect specifying (i) the number of shares to be purchased by Halliburton or any member of the Halliburton Group, and (ii) a determination of the exercise price for such shares. Upon any such exercise of the Subscription Right, KBR will, on or prior to the applicable Issuance Event Date, deliver to Halliburton (or any member of the Halliburton Group designated by Halliburton), against payment therefor, certificates (issued in the name of Halliburton or its permitted assignee hereunder or as directed by Halliburton) representing the shares being purchased upon such exercise. Payment for such shares shall be made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by KBR, for the full purchase price of such shares. (e) Except as provided in Section 5.4(f), any failure by Halliburton to exercise its subscription rights the Subscription Right, or any exercise for less than all shares purchasable under this Section 3(e) the Subscription Right, in connection with any one instance particular Issuance Event shall not affect its Halliburton’s right to exercise the Subscription Right in connection with any subsequent Issuance Event; provided, however, that the Voting Percentage and any Ownership Percentage following such Issuance Event in connection with which Halliburton so failed to exercise such Subscription Right in full or in part shall be recalculated to account for the dilution of Halliburton’s interest. (f) The Subscription Right, or any part thereof, assigned to any member of the Halliburton Group other than Halliburton, shall terminate in respect the event that such member ceases to be a Majority Owned Subsidiary of a reduction in its percentage holdings) as to Halliburton for any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effectreason whatsoever.

Subscription Right. (a) From and after the Closing Date until the ------------------ earlier of (i) If at any time after an IPO and (ii) the date hereofon which Buyer no longer owns any Preferred Shares, if the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these the purposes of this Section 6.05, any equity securities and all warrants, options or other rights to acquire equity securities securities, and debt securities convertible into or exchangeable for equity securities) of the Company (other than the issuance of securities (vi) pursuant to options and warrants upon conversion of or exercise securities of the Company outstanding as of the date of this Agreementhereof, (wii) in an IPO, (iii) pursuant to a stock-for-stock the acquisition of another Person that has been approved entity by the BoardCompany by merger, purchase of substantially all of the assets or other form of reorganization, (x) upon conversion of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (yiv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved program, (v) to vendors, customers and consultants of the Company for purposes primarily other than the raising of capital or (vi) in connection with a public or private debt financing effected by the Board, or Company (z) pursuant to the terms other than with an affiliate of the Purchase AgreementCompany) or upon the conversion or exercise of any securities so issued), then, as to each Investor who then Owns Preferred Stock, the Company shall: : (A) give written notice to Buyer setting forth in reasonable detail detail: (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, rights and the qualificationqualifications, limitations or restrictions thereof and interest rate and maturitythereof; (2) the price and other terms of the proposed sale of such securitiesProposed Securities; (3) the amount of such securities Proposed Securities proposed to be issued; and (4) such other information as such Investors Buyer may reasonably request in order to evaluate the proposed issuance; and and (B) offer to issue to each such Investor Buyer a portion of the Proposed Securities equal to a percentage determined by dividing (x1) the number of shares of Common Stock Owned held by such InvestorBuyer and issuable to Buyer (including for purposes of this calculation, conversion and exercise in full of all securities then held by Buyer that are then convertible into or exchangeable for Common Stock) by (y2) the total number of shares of Common Stock then outstanding, outstanding (including for purposes of this calculation all shares of Common Stock outstanding on a fully dilutedcalculation, as converted basis. (ii) Each such Investor must conversion and exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their in full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent securities then outstanding that the Company offers two are then convertible into or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(eexchangeable for Common Stock). (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (i) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company and any Series F Purchaser is to be a purchaser thereof (other than the issuance of equity securities (v) pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (xi) upon conversion of the Preferred Stock any preferred stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate")Incorporation, (yii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, (iii) pursuant to the acquisition of another Person by the Company by merger, purchase of substantially all of the assets or outstanding capital stock or other form of transaction or (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreementprogram), then, as to each Investor who then Owns Preferred StockStockholder, the Company shall: : (Ai) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; , (3) the amount of such securities proposed to be issued; issued and (4) such other information as such Investors the Stockholder may reasonably request in order to evaluate the proposed issuance; and and (Bii) offer to issue to each such Investor Stockholder a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Beneficially Owned by such InvestorStockholder, assuming conversion in full of any convertible securities held by such Stockholder and exercise of any options or warrants held by such Stockholder, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion in full of any then outstanding on a fully diluted, as converted basis. (ii) convertible securities or upon exercise in full of any outstanding options or warrants. Each such Investor Stockholder must exercise its purchase rights right hereunder within ten (10) 10 days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors Stockholder are not fully subscribed by such InvestorsStockholder, the remaining Proposed Securities will not be reoffered to the Investors Stockholders purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffersallotment. To the extent that the Company offers two or more securities in units, such Investors Stockholders must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) . Upon the expiration of the offering periods period described above, the Company will be free to sell such Proposed Securities that such Investors the Stockholders have not elected to purchase during the ninety (90) 90 days following such expiration on terms and conditions no not more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company to Persons including a Series F Purchaser after such 90-clay 90 day period must be reoffered to such Investors the Stockholders pursuant to this Section 3(e)these terms. (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (i) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company and any Series F Purchaser is to be a purchaser thereof (other than the issuance of equity securities (v) pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (xi) upon conversion of the Preferred Stock any preferred stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate")Incorporation, (yii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act, (iii) pursuant to the acquisition of another Person by the Company by merger, purchase of substantially all of the assets or outstanding capital stock or other form of transaction, or (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement)program, then, as to each Investor who then Owns Preferred StockStockholder, the Company shall: : (Ai) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; , (3) the amount of such securities proposed to be issued; issued and (4) such other information as such Investors the Stockholder may reasonably request in order to evaluate the proposed issuance; and and (Bii) offer to issue to each such Investor Stockholder a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Beneficially Owned by such InvestorStockholder, assuming conversion in full of any convertible securities held by such Stockholder and exercise of any options or warrants held by such Stockholder, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion in full of any then outstanding on a fully diluted, as converted basis. (ii) convertible securities or upon exercise in full of any outstanding options or warrants. Each such Investor Stockholder must exercise its purchase rights right hereunder within ten (10) 10 days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors Stockholder are not fully subscribed by such InvestorsStockholder, the remaining Proposed Securities will not be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods period described above, the Company will be free to sell such Proposed Securities that such Investors the Stockholders have not elected to purchase during the ninety (90) 90 days following such expiration on terms and conditions no not more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company to Persons including a Series F Purchaser after such 90-clay 90 day period must be reoffered to such Investors the Stockholders pursuant to this Section 3(e)these terms. (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (i) If at any time Notwithstanding the foregoing, if the Company issues such Proposed Securities pursuant to Section 3(d) in a transaction other than an Exempt Issuance after the date hereofSeries B Investors have failed to exercise their purchase rights under such section, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (v) pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement), then, as to each Investor who then Owns Preferred Stock, the Company shallnonetheless: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue sell to each such Investor Series B Investor, on the same terms and subject to the same conditions as the sale of the Proposed Securities to non-Series B Investors, a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned owned by such InvestorSeries B Investor (calculated in the same manner as provided in Section 2(a) above), by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion in full of any then outstanding on a fully diluted, as converted basisconvertible or exercisable securities. (ii) Each such Series B Investor must exercise its purchase rights hereunder under this Section 3(e) within ten five (105) business days after receipt of such notice from the CompanyCompany of such subscription right. If all of the Proposed Securities offered to such Series B Investors are not fully subscribed by such Series B Investors, the remaining (unsubscribed) Proposed Securities will be reoffered to the Series B Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Series B Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Series B Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Series B Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such the Series B Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay day period must be reoffered to such the Investors pursuant to this Section 3(e). (iv) The election by such an a Series B Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the Series B Investors the rights described in this Section 3(e) shall be void and of no force and effect. (v) The rights granted to the Series B Investors under this Section 3(e) may be freely assigned or otherwise transferred severally by the Series B Investors to any Person acquiring at least twenty percent (20%) of the shares of Series B Preferred Stock originally owned by the original holder of the Series B Preferred Stock.

Subscription Right. (ia) If at any time after the date hereof, the Company proposes determines to issue equity securities of any kind (for these purposes, the term "“equity securities" ” shall include for these purposes any include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities and debt securities convertible or exchangeable into equity securities) of the Company (other than than: (i) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; (ii) the issuance of equity securities to employees, officers or directors of, or consultants or advisors to the Company pursuant to any employee benefit plan approved by the Board; (iii) any equity securities issued as consideration in connection with an acquisition, merger or consolidation by the Company provided such acquisition, merger or consolidation has been approved by the Board; (iv) securities issued in connection with licensing, marketing or distribution arrangements or similar strategic transactions approved by the Board; (v) stock issued or issuable pursuant to options and warrants any rights or agreements outstanding as of the date of this Agreement, (w) including warrants outstanding as of the date of this Agreement to purchase up to 1,706,893 shares of Common Stock, and stock issued pursuant to a stock-for-stock acquisition any such rights or agreements granted after the date of another Person that has been this Agreement approved by the Board, ; provided that the subscription rights established by this Section 5.5 apply with respect to the initial sale or grant by the Company of such rights or agreements; (xvi) upon conversion shares of the Exchangeable Preferred Stock pursuant issued as dividends with respect to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved Shares purchased by the BoardInvestors hereunder, or (zvii) pursuant to the terms shares of Common Stock issued or issuable upon exchange of the Purchase Agreement), Exchangeable Preferred Stock) then, for so long as to each Investor who then WP Owns Preferred Stockat least two-thirds of (i) the aggregate number of Shares acquired by it on the Initial Closing Date, or (ii) in the event the Exchange occurs, the Exchange Date Shares, the Company shall: (A1) give written notice to WP setting forth in reasonable detail (1A) the designation and all of the terms and provisions of the securities proposed to be issued (the "“Proposed Securities"”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2B) the price and other terms of the proposed sale of such securities; (3C) the amount of such securities proposed to be issuedProposed Securities; and (4D) such other information as such Investors WP may reasonably request in order to evaluate the proposed issuance; and (B2) subject to applicable law and the rules and regulations of the SEC and NASDAQ Stock Market, offer to issue to each such Investor WP upon the terms described in the notice delivered pursuant to Section 5.5(a)(1) above, a portion of the Proposed Securities equal to a percentage determined by dividing (xi) the number percentage of shares of the Common Stock (including the Exchange Shares issuable upon the Exchange, if the Exchange has not occurred) Owned by such Investor, by (y) WP immediately prior to the issuance of the equity securities relative to the total number of shares of Common Stock then outstanding(including the Exchange Shares issuable upon the Exchange, including for purposes if the Exchange has not occurred) outstanding immediately prior to the issuance of this calculation all shares the equity securities, multiplied by (ii) the total number of Common Stock outstanding on a fully dilutedProposed Securities. Notwithstanding the foregoing, as converted basisthe Company shall not be required to offer or sell such Proposed Securities to WP if it would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. (iib) Each such Investor WP must exercise its purchase rights hereunder within ten (10) days 5 Business Days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors WP must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iiic) Upon the expiration of the offering periods period described above, the Company will be free to sell such Proposed Securities that such Investors have WP has not elected to purchase during the ninety (90) 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e)WP. (ivd) The election by such an Investor WP not to exercise its subscription rights under this Section 3(e) 5.5 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors WP the rights described in this Section 3(e) 5.5 shall be void and of no force and effect. (e) The subscription rights established by this Section 5.5 shall not apply to, and shall terminate upon a consolidation, merger, reorganization or other form of acquisition of or by the Company in which the Company’s stockholders immediately prior to the transaction retain less than 50% of the voting power of or economic interest in the surviving or resulting entity (or its parent), or a sale of the Company’s assets in excess of a majority of the Company’s assets (valued at fair market value as determined in good faith by the Board).

Subscription Right. (i) If at any time Notwithstanding the foregoing, if the Company issues such Proposed Securities pursuant to Section 3(d) in a transaction other than an Exempt Issuance after the date hereofSeries B Investors have failed to exercise their purchase rights under such section, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (v) pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement), then, as to each Investor who then Owns Preferred Stock, the Company shallnonetheless: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuance; and (B) offer to issue sell to each such Investor Series B Investor, on the same terms and subject to the same conditions as the sale of the Proposed Securities to non-Series B Investors, a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned owned by such InvestorSeries B Investor (calculated on an as-converted and as-exercised basis), by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding (calculated on a fully diluted, as an as-converted and as-exercised basis). (ii) Each such Series B Investor must exercise its purchase rights hereunder under this Section 3(e) within ten five (105) business days after receipt of such notice from the CompanyCompany of such subscription right. If all of the Proposed Securities offered to such Series B Investors are not fully subscribed by such Series B Investors, the remaining (unsubscribed) Proposed Securities will be reoffered to the Series B Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Series B Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Series B Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Series B Investors must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such the Series B Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay day period must be reoffered to such the Investors pursuant to this Section 3(e). (iv) The election by such an a Series B Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the Series B Investors the rights described in this Section 3(e) shall be void and of no force and effect. (v) The rights granted to the Series B Investors under this Section 3(e) may be freely assigned or otherwise transferred severally by the Series B Investors to any Affiliate or to any non-Affiliate, provided such non-Affiliate acquires at least twenty percent (20%) of the shares of Series B Preferred Stock originally owned by the original holder of the Series B Preferred Stock.

Subscription Right. (ia) If at any time after the date hereofhereof until the earlier of (i) the date on which there shall no longer remain outstanding at least 25% of the Shares purchased by Warburg Pincus under this Agreement (or if the Second Closing does not take place, the Shares issued at the Initial Closing) or (ii) the date on which the Shares held by Warburg Pincus represent less than 10% of the then outstanding Common Stock of the Company, the Company proposes to issue equity securities of the Company of any kind kind, the primary purpose of which is to raise equity capital (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities), other than (i) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act with anticipated gross proceeds to the Company of at least $40 million, or (ii) issued in connection with bona fide acquisitions, mergers, joint ventures or similar transactions, the terms of which are approved by the Company's Board of Directors, or (iii) pursuant to any stock option, stock purchase or similar plan or arrangement for the benefit of the employees of the Company (other than the issuance of securities (v) pursuant to options and warrants outstanding as of the date of this Agreementor its subsidiaries, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved adopted by the Board, (x) upon conversion Board of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement)Directors, then, as to each Investor who then Owns Preferred Stock, the Company shall: (Ai) give written notice to Warburg Pincus (no less than ten (10) days prior to the closing of such issuance) setting forth in reasonable detail (1A) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed SecuritiesPROPOSED SECURITIES"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2B) the price and other terms of the proposed sale of such securities; (3C) the amount of such securities proposed to be issued; and (4D) such other information as such Investors Warburg Pincus may reasonably request in order to evaluate the proposed issuance; and (Bii) offer to issue and sell to each Warburg Pincus, on such Investor terms as the Proposed Securities are issued, upon full payment by Warburg Pincus, a portion of the Proposed Securities equal to a percentage determined by dividing (xA) the number of shares of Common Stock Owned then held by such InvestorWarburg Pincus, by (yB) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion or exercise in full of any convertible or exercisable securities (other than employee stock options) then outstanding on a fully diluted, as converted basis(including shares of Common Stock issuable upon conversion of convertible securities or issuable upon exercise of outstanding warrants). (iib) Each such Investor Warburg Pincus must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors Warburg Pincus must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. The closing of the exercise of such subscription right shall take place simultaneously with the closing of the sale of the Proposed Securities giving rise to such subscription right. (iiic) Upon the expiration of the 10-day offering periods period described above, the Company will be free to sell such Proposed Securities that such Investors have Warburg Pincus has not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holdersWarburg Pincus. Any Proposed Securities offered or sold by the Company after such 90-clay 90 day period must be reoffered to such Investors Warburg Pincus pursuant to this Section 3(e)8.5. (ivd) The election by such an Investor Warburg Pincus not to exercise its subscription rights under this Section 3(e) 8.5 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. . (e) Any sale of such securities by the Company without first giving such investors Warburg Pincus the rights described in this Section 3(e) 8.5 shall be void and of no force and effect.

Subscription Right. (i) If at On every occasion after Completion upon which any time after JSGP Ordinary Shares shall be issued pursuant to an exercise of Warrants, or upon the date hereof, the Company proposes to issue equity securities exercise of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities (whether conditional or unconditional) existing and debt securities convertible into equity securities) unexercised at Completion or created and unexercised at Completion (save for rights in favour of the Company (Vendor, rights attached to the JSGP Convertible Shares and rights attached to the I Convertible Shares) whereby any person, other than the issuance Vendor, is entitled to subscribe for JSGP Ordinary Shares, and on every occasion after Completion upon which any D Convertible Shares shall be converted to JSGP Ordinary Shares :- (a) JSGP shall notify the Vendor in writing of securities such issue or conversion and of the number of new JSGP Ordinary Shares resulting therefrom (v“Dilutive Shares”); (b) the Vendor shall be entitled within 30 days after the receipt by it of notice pursuant to options and warrants outstanding Clause 3.9(a), to subscribe for such number of new JSGP Ordinary Shares (which new JSGP Ordinary shares shall be designated as B Ordinary Shares) as shall be equal to the number of Dilutive Shares multiplied by the Relevant Proportion. The price payable by the Vendor upon such subscription shall be the aggregate nominal value of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by JSGP Ordinary Shares for which the Board, (x) upon conversion of the Preferred Stock pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreement), then, as to each Investor who then Owns Preferred Stock, the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request in order to evaluate the proposed issuanceVendor is subscribing; and (Bc) offer in subscribing for new JSGP Ordinary Shares pursuant to issue to each such Investor a portion this Clause 3.9, the Vendor shall notify the Company in writing at the end of the Proposed Securities equal 30-day period referred to a percentage determined by dividing (xin Clause 3.9(a) of the number of shares new JSGP Ordinary Shares subscribed for and of Common Stock Owned by such Investor, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basis. (ii) Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all shall either enclose therewith payment of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed aggregate price payable for all such Proposed Securities which they desire shares or shall direct JSGP to purchasedecrease the PIK by such aggregate price; it is acknowledged by the parties, except for the avoidance of doubt, that their intention in this Clause 3.9, is to afford the Vendor an opportunity to avoid dilution upon the issue or creation of new JSGP Ordinary Shares in the circumstances described above. Accordingly, in a case where the holders of Warrants (or other relevant rights) are themselves entitled to anti-dilution rights, JSGP and the Vendor shall endeavour to calculate and to agree or arrange such Investors must exercise their purchase rights within five (5) days after receipt issues in such manner as shall avoid the creation of all such reoffers. To the extent a potentially infinite series of issues, and so that the Company offers two or more securities in units, such Investors must purchase such units as a whole and will not Vendor shall be given enabled to maintain its proportionate holding of JSGP Ordinary Shares at the opportunity to purchase only one of the securities making up such unit. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company same proportion after such 90-clay period must be reoffered to issues as it maintained before such Investors pursuant to this Section 3(e)issues. (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (i) If at any time after the date hereof, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (other than the issuance of securities (vi) pursuant to options and warrants upon conversion of any Preferred Stock outstanding as of on the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock Agreement pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate")Incorporation, (yii) to the public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act of 1933, as amended, (iii) pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other form of reorganization or (iv) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by the Board, or (z) pursuant to the terms of the Purchase Agreementprogram), then, as to each Investor Stockholder who then Owns Preferred Stockholds in excess of 5% of the then outstanding shares of Common Stock (on an as converted basis), the Company shall: : (Ai) give written notice setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; , (3) the amount of such securities proposed to be issued; issued and (4) such other information as such Investors the Stockholder may reasonably request in order to evaluate the proposed issuance; and and (Bii) offer to issue to each such Investor Stockholder a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock Owned held by such InvestorStockholder and issuable to such Stockholder, assuming conversion in full of any convertible securities then held by such Stockholder, by (y) the total number of shares Shares of Common Stock then outstanding, including for purposes of this calculation all shares Shares of Common Stock issuable upon conversion in full of any then outstanding on a fully diluted, as converted basis. (ii) convertible securities. Each such Investor Stockholder must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors Stockholder are not fully subscribed by such InvestorsStockholder, the remaining Proposed Securities will not be reoffered to the Investors Stockholders purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffersallotment. To the extent that the Company offers two or more securities in units, such Investors Stockholders must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. (iii) . Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors the Stockholders have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no not more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such ninety (90-clay ) day period must be reoffered to such Investors the Stockholders pursuant to this Section 3(e)these terms. (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.

Subscription Right. (ia) If at any time after the date hereofNote Closing, the Company proposes to issue equity securities of any kind (the term "equity securities" shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Company (Company, other than the issuance (i) shares of securities (v) pursuant to options and warrants outstanding as of the date of this Agreement, (w) pursuant to a stock-for-stock acquisition of another Person that has been approved by the Board, (x) Common Stock issuable upon conversion of the Preferred Notes or the Shares or upon exercise of the Warrants, (ii) warrants issued to lenders of non-convertible debt and the Common Stock issuable upon exercise thereof, (iii) shares of Common Stock, Options (as such term is defined in the Charter Amendment) and Convertible Securities (as such term is defined in the Charter Amendment) issued as consideration for bona fide acquisitions, mergers, joint venture or similar transactions, the terms of which are approved by the Board of Directors, (iv) Options, Convertible Securities and shares of Common Stock (A) issued pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), (y) pursuant to an employee any stock option plan, stock bonus planoption, stock purchase or similar plan or other management equity program approved arrangement for the benefit of the employees, officers, directors and/or consultants of the Company or its subsidiaries, duly adopted by the BoardBoard of Directors, or (zB) contributed to qualified Plans, duly adopted by the Board of Directors provided such Plan contributions do not exceed 500,000 shares per annum in the aggregate, (v) pursuant to the terms of this Agreement, (vi) shares of Common Stock issuable pursuant to the Purchase Agreement)Rights Plan or (vii) equity securities issued pursuant to any securities split, thensecurities dividend, as to each Investor who recapitalization or reorganization or other event that does not dilute the economic interest of any Eligible Holder, then Owns Preferred Stock, the Company shall: (Ai) give written notice to each holder of record of more than 10% of the outstanding shares of Preferred Stock or more than 10% of the Notes who qualifies as an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act (each an "Eligible Holder") (no less than ten (10) business days prior to the closing of such issuance) setting forth in reasonable detail (1A) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2B) the price and other terms of the proposed sale of such securities; (3C) the amount of such securities proposed to be issued; and (4D) such other information as such Investors any Eligible Holder may reasonably request in order to evaluate the proposed issuance; and (Bii) offer to issue and sell to each Eligible Holder, on such Investor terms as the Proposed Securities are issued and upon full payment by the Eligible Holder, a portion of the Proposed Securities equal to a percentage determined by dividing (xA) the number of shares of Common Stock Owned owned by such Investor, the Eligible Holder that were issued or are issuable to it upon the conversion or exercise of the Securities by (yB) the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock outstanding on a fully diluted, as converted basisissuable upon conversion or exercise in full of any convertible or exercisable securities including the Securities (other than employee stock options granted after the date hereof) then outstanding. (iib) Each such Investor Any Eligible Holder must exercise its purchase rights hereunder within ten (10) business days after receipt of such written notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, such Investors Eligible Holder must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit. The closing of the exercise of such subscription right shall take place simultaneously with the closing of the sale of the Proposed Securities giving rise to such subscription right. (iiic) Upon the expiration of the 10-day offering periods period described above, the Company will be free to sell such Proposed Securities that such Investors the Eligible Holders have not elected to purchase during the ninety one hundred twenty (90120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90120-clay day period must be reoffered to such Investors the Eligible Holders pursuant to this Section 3(e)5.6. (ivd) The election by such an Investor any Eligible Holder not to exercise its subscription rights under this Section 3(e) 5.6 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the Eligible Holders the rights described in this Section 3(e) 5.6 shall be void and of no force and effect.

Subscription Right. At any time prior to the Initial Public Offering, each Shareholder shall have the right to purchase for cash its Subscription Right Pro Rata Share of (i) If at any time after the date hereof, the Company proposes to issue equity securities of any kind newly issued Ordinary Shares (the term "equity securities" shall include for these purposes ii) any warrants, options and rights or other rights to acquire equity securities and debt securities convertible into equity securities) into, exchangeable or exercisable for Ordinary Shares of the Company ("SHARE EQUIVALENTS") or (iii) only if one or more Blackstone Entities participates in such sale by the Company, any other than shares of the Company, or securities convertible into, exchangeable or exercisable for such other shares ("Other Shares"), in each case which the Company may from time to time propose to sell to any Person for cash, provided (i) that the foregoing will not apply to the issuance of securities (v) pursuant Ordinary Shares, Share Equivalents or Other Shares to options and warrants outstanding as management or employees of the date Company, provided that any such issuance results in dilution of this Agreementthe Shareholders on a PRO RATA basis. The "SUBSCRIPTION RIGHT PRO RATA SHARE" shall be, at any given time, (wi) pursuant with respect to an issuance of Ordinary Shares, that proportion which the number of Ordinary Shares held by a stock-for-stock acquisition of another Person that has been approved by the Board, (x) upon conversion of the Preferred Stock pursuant Shareholder at such time bears to the Company's Amended total Ordinary Shares issued and Restated Certificate of Incorporation outstanding at such time (the "Restated Certificate"), (yii) pursuant with respect to an employee stock option planissuance of Share Equivalents, stock bonus plan, stock purchase plan or other management equity program approved that proportion which the number of Ordinary Shares held by the Board, or (z) pursuant a Shareholder at such time bears to the terms of the Purchase Agreement), thentotal Ordinary Shares issued and outstanding at such time, as calculated on a fully diluted basis and (iii) with respect to each Investor who then Owns Preferred Stockan issuance of Other Shares, the Company shall: (A) give written notice setting forth in reasonable detail (1) the designation and all that proportion of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (2) the price and other terms of the proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as such Investors may reasonably request Other Shares being purchased by the Blackstone Entities, in order to evaluate the proposed issuance; and (B) offer to issue to each such Investor a portion of the Proposed Securities equal to a percentage determined by dividing (x) aggregate, which the number of shares of Common Stock Owned Ordinary Shares held by a Shareholder at such Investor, by (y) time bears to the total number of shares of Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock Ordinary Shares issued and outstanding on a fully diluted, as converted basis. (ii) at such time. Each such Investor must exercise its purchase rights hereunder within ten (10) days after receipt of such notice from the Company. If all of the Proposed Securities offered to such Investors are not fully subscribed by such Investors, the remaining Proposed Securities will be reoffered to the Investors purchasing their full allotment upon the terms set forth in this Section 3(e), until all such Proposed Securities are fully subscribed for or until all such Investors have subscribed for all such Proposed Securities which they desire to purchase, except that such Investors must exercise their purchase rights within five (5) days after receipt of all such reoffers. To the extent Shareholder acknowledges that the Company offers two or more securities in units, may determine to grant management and employee stock options and/or other equity interests that will dilute the equity holdings of each such Investors must purchase such units as Shareholder on a whole and will not be given the opportunity to purchase only one of the securities making up such unitpro rata basis. (iii) Upon the expiration of the offering periods described above, the Company will be free to sell such Proposed Securities that such Investors have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such holders. Any Proposed Securities offered or sold by the Company after such 90-clay period must be reoffered to such Investors pursuant to this Section 3(e). (iv) The election by such an Investor not to exercise its subscription rights under this Section 3(e) in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving such investors the rights described in this Section 3(e) shall be void and of no force and effect.