Common use of Subscription Rights Clause in Contracts

Subscription Rights. Until the occurrence of a Director Termination Date, if the Board shall authorize the issuance of New Securities for cash (other than any New Securities issued (i) to officers, employees or directors of the Company or any of its Subsidiaries pursuant to any Company Stock Plan, (ii) in connection with any acquisition transaction, (iii) in connection with a public offering of securities, and (iv) to the Purchasers or their Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securities, the Company shall offer to the Purchasers a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to the Purchasers in compliance with the provisions of this Section 5.1 and (iv) the proposed date of issuance of such New Securities. Not later than 10 Business Days after its receipt of a Subscription Notice, the Purchasers shall notify the Company in writing whether it elects to purchase all or any portion of the New Securities offered to the Purchasers pursuant to the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.1.

Subscription Rights. Until (a) If the occurrence Company proposes to sell shares of a Director Termination Date, if the Board shall authorize the issuance of New Securities for cash any preferred stock (other than any New Securities issued Preferred Stock or in exchange therefore) (i) to officers“Additional Securities”), employees or directors of the Company or any of its Subsidiaries pursuant to any Company Stock Planincluding in a private placement, (ii) in connection with any acquisition transaction, (iii) in connection with a public offering offering, as part of securitiesan acquisition, and (iv) to the Purchasers share exchange or their Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securitiesotherwise, the Company shall offer shall, at least thirty (30) days prior to the Purchasers a Pro Rata Share issuing such Additional Securities, notify each Investor in writing of such New Securities. Any offer of New Securities made to proposed issuance specifying the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth material terms and conditions thereof, including: (i) the number and description of New such Additional Securities proposed to be issued and the terms percentage of the Company’s outstanding equity interests that such New Securities, issuance would represent; (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued issuance date; and the terms of payment, (iii) the number form of New Securities offered consideration and the proposed purchase price per share (such notice, the “Subscription Right Notice”), and shall, subject to the Purchasers in receipt by the Company of any required Nuclear and National Security Approvals (and to the Company’s compliance with Section 3.7 in respect thereof), offer to sell such Additional Securities to the provisions Investors in the amounts set forth in Section 3.1(c), upon the terms and subject to the conditions set forth in the Subscription Right Notice and at the Purchase Price as set forth in Section 3.1(d) (the “Subscription Rights”); provided, that, if the purchase price for, or any of this Section 5.1 the other material terms and (iv) conditions of, the proposed date issuance change or are not known at the time of issuance provision of such New Securities. Not later than 10 Business Days after its receipt of a the Subscription Right Notice, the Purchasers Company shall notify provide the Subscription Right Notice specifying that the price or other such terms and conditions are not yet available, and shall provide a supplemental notice (the “Additional Notice”), adding the missing terms, to the Investors as soon as they are known to the Company, and in no event later than ten (10) Business Days prior to such issuance. (b) If an Investor wishes to subscribe for a number of Additional Securities less than the number to which it is entitled under this Section 3.1, such Investor may do so (but not less than 10% of the number to which it is entitled) and shall, in the notice of exercise of the offer, specify the number of Additional Securities that it wishes to purchase, which shall not be less than 10% of the shares to which it is entitled. (c) The Company in writing whether it elects to purchase all shall offer each Investor all, or any portion specified by the Investor in accordance with Section 3.1(b), of the New an amount of such Additional Securities offered such that, after giving effect to the Purchasers proposed issuance (including the issuance to the Investor pursuant to the Subscription Notice. If Rights and including any related issuance resulting from the Purchasers shall elect exercise of preemptive or similar rights by any unrelated Person with respect to purchase any such New Securitiesthe same issuance that gave rise to the exercise of the Subscription Rights by the Investor), the New Investor’s Equity Interest after such issuance would equal the Investor’s Equity Interest immediately prior to such issuance, such number of Additional Securities which it shall have elected to purchase shall be issued and sold to constitute the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons“Subscription Share Amount”. If, for at the time of the determination of any reasonSubscription Share Amount under this Section 3.1(c), the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject any other Person has subscription or other equity purchase rights similar to the Purchasers' ongoing subscription right with respect Subscription Rights, such Subscription Share Amount shall be recalculated to issuances take into account the amount of New Additional Securities at later dates or times. The Purchasers agree that such Persons have committed to purchase, rounding up such Subscription Share Amount to the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.1nearest whole Additional Security.

Subscription Rights. Until the occurrence of a Director Termination DateSo long as Purchaser has not sold more than 1,000,000 Shares (as adjusted to reflect any stock splits, stock dividends and similar recapitalizations) (other than sales to Affiliates), if the Board shall authorize Company proposes the issuance of New Securities for cash (other than any New Securities issued (i) to officers, employees employees, directors, consultants or directors advisors of the Company or any of its Subsidiaries pursuant to any Company Stock Planemployee stock offering, plan or arrangement, (ii) in connection with any acquisition transactionof another corporation by the Company by merger, purchase of all or substantially all of such corporation's assets or other reorganization (iii) in connection with a public offering of securitiesPharmaceutical Alliances, and (iv) in connection with Research and Development Funding Transactions, (v) in connection with equipment leasing or equipment financing arrangements, to the Purchasers Person who leased or their Affiliates financed such equipment and (other than the Company and vi) to Purchaser or its Subsidiaries)), Affiliates) then, prior to each such issuance of New Securities, the Company shall offer to the Purchasers Purchaser a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers Purchaser under this Section 5.1 3.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities). The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued to Persons other than Purchaser and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to the Purchasers Purchaser in compliance with the provisions of this Section 5.1 3.1 and (iv) the proposed date of issuance of such New Securities. Not later than 10 20 Business Days after its receipt of a Subscription Notice, the Purchasers Purchaser shall notify the Company in writing whether it elects to purchase all or any portion of the New Securities offered to the Purchasers Purchaser pursuant to the Subscription Notice. If the Purchasers Purchaser shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers Purchaser by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to any other PersonsPerson. If, for any reason, the issuance of such New Securities is not consummated, the Purchasers' Purchaser's right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' Purchaser's ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.1.

Subscription Rights. Until the occurrence of a Director Termination Date, if the Board shall authorize the issuance of New Securities for cash (other than The Company will not issue or sell any New Securities issued without first complying with this Section 4; provided that Holders holding at least seventy- five percent (i75%) to officers, employees or directors of the Company or any of its Subsidiaries pursuant to any Company outstanding Common Stock Plan, and Warrants (ii) in connection with any acquisition transaction, (iii) in connection with having a public offering of securities, and (iv) to the Purchasers or their Affiliates (other strike price less than the Company and its Subsidiaries)), then, prior to each such issuance per share Fair Market Value of New Securities, the Company shall offer to Common Stock) at the Purchasers a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers under this Section 5.1 shall be made by notice time may agree in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to the Purchasers in compliance with waive the provisions of this Section 5.1 4, and such waiver will be binding on all Holders. (iva) If the proposed date Company proposes to issue or sell New Securities, it will give each Holder written notice of issuance its intention, describing the type of such New Securities and the price and terms upon which the Company proposes to issue or sell the New Securities. Not later than 10 Business Days after its If New Securities are to be offered or sold as part of a unit with other securities of the Company, the subscription right granted by this Section 4 will apply to such units and not to the individual New Securities comprising such units. (b) Each Holder will have twenty (20) days from the date of receipt of a Subscription Notice, the Purchasers shall notify the Company in writing whether it elects any such notice to agree to purchase all or any portion up to its respective Pro Rata Share of the New Securities offered Securities, for the price and on the other terms specified in the notice, by giving written notice to the Purchasers pursuant Company stating the quantity of New Securities agreed to be purchased. (c) If a Holder fails to exercise such subscription right fully within such twenty (20) day period, the Subscription Notice. If the Purchasers shall elect other Holders will have an additional five (5) day period to purchase any the portion not purchased by such Holder, in the same proportion in which such other Holders were entitled to purchase the New Securities. Thereafter, the Company will have ninety (90) days to sell any New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time price and on the same other terms and conditions as specified in the Company's notice. If the Company has not sold the New Securities are issued and sold to other Persons. If, for any reasonwithin such ninety (90) day period, the issuance of Company will not thereafter issue or sell any New Securities is not consummated, without first offering such securities in the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' ongoing manner provided above. (d) The foregoing subscription right with respect to issuances of New Securities at later dates may not be assigned or times. The Purchasers agree that transferred apart from the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.1Capital Stock.

Subscription Rights. Until (a) If, at any time after the occurrence date hereof, the Company proposes to issue equity securities of a Director Termination Dateany kind, if including any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities (“Proposed Securities”), the Board shall authorize the issuance of New Securities for cash (other than any New Securities issued Company shall: (i) give written notice to officers, employees or directors HCC setting forth in reasonable detail (w) the designation and all of the Company terms and provisions of the Proposed Securities, including, where applicable, the voting powers, preferences and relative participating, optional or any other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity, (x) the price and other terms of its Subsidiaries pursuant the proposed sale of such securities, (y) the amount of such securities proposed to any Company Stock Planbe issued, and (z) such other information as HCC may reasonably request in order to evaluate the proposed issuance; and (ii) in connection with any acquisition transaction, offer to issue to HCC or its Affiliates a portion of the Proposed Securities equal to a percentage (iiithe “Fully Diluted Ownership Percentage”) in connection with a public offering determined by dividing (x) the number of securities, and (iv) to the Purchasers or their Affiliates (other than the Company Shares Owned by HCC and its Subsidiaries)), then, prior to each such issuance of New Securities, the Company shall offer to the Purchasers a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days Affiliates immediately prior to the issuance of the Proposed Securities by (y) the total number of Shares then outstanding, including for purposes of this calculation all Shares outstanding on a fully diluted basis but excluding Shares issuable upon the exercise of options or rights issued after the date of this Agreement. (b) HCC and, if applicable, its Affiliates must exercise their purchase rights hereunder within ten (10) business days after receipt of such New Securitiesnotice from the Company. (c) Upon the expiration of the offering period described above, the Company will be free to sell such Proposed Securities that HCC and its Affiliates 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 HCC and its Affiliates. Any Proposed Securities offered or sold by the Company after such ninety (90)-day period must be reoffered to such Stockholders pursuant to this Section 4. (d) The Subscription Notice election by HCC and its Affiliates not to exercise their subscription rights in any one instance shall set forth not affect their right (other than in respect of a reduction in their percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving HCC and its Affiliates the rights described in this Section 4 shall be void and of no force and effect. (e) Notwithstanding anything to the contrary contained herein: (i) If the Proposed Securities are being issued to employees of the Company or its Affiliates as compensation with the approval of the Board of Directors (“Employee Proposed Securities”), then the Company shall be free to issue such Proposed Securities without first complying with Section 4(a) above, subject to compliance with the following provisions: (A) If the Employee Proposed Securities are shares of capital stock, subject to vesting or other similar conditions (“Restricted Stock”), then, in connection with the issuance of such Restricted Stock, HCC and, if applicable, its Affiliates shall have the right to purchase, prior to the expiration of ten (10) business days after receipt of notice of such issuance from the Company, capital stock of the same class as the Restricted Stock which shall not be subject to vesting or other similar conditions. The number of shares of capital stock available for purchase by HCC or its Affiliates shall be equal to the number of New Securities proposed shares of Restricted Stock to be issued multiplied by a fraction, the numerator of which is the Fully Diluted Ownership Percentage and the terms denominator of which is the quantity 100% minus the Fully Diluted Ownership Percentage. The purchase price for such New Securities, securities shall be the fair market value of the Restricted Stock on the date of issuance. (iiB) If the consideration (or manner of determining the consideration), if any, for which such New Employee Proposed Securities are proposed options to be issued and acquire capital stock of the terms of paymentCompany, (iii) the number of New Securities offered to the Purchasers in compliance with the provisions then for purposes of this Section 5.1 and (iv) the proposed date of issuance of such New Securities. Not later than 10 Business Days after its receipt of a Subscription Notice, the Purchasers shall notify the Company in writing whether it elects to purchase all or any portion of the New Securities offered to the Purchasers pursuant to the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons. If, for any reason4, the issuance of New the Proposed Securities is shall be deemed to occur upon the exercise of the options and not consummatedupon the issuance of the options, and HCC and, if applicable, its Affiliates shall have the right to purchase, prior to the expiration of ten (10) business days after receipt of notice of such exercise from the Company, capital stock of the same class as the underlying security. The number of shares of capital stock available for purchase by HCC or its Affiliates shall be equal to the number of shares of the underlying security to be issued upon the exercise of such Employee Proposed Securities multiplied by a fraction, the Purchasers' numerator of which is the Fully Diluted Ownership Percentage and the denominator of which is the quantity 100% minus the Fully Diluted Ownership Percentage. The issuance price shall be deemed to be the fair market value of the underlying security on the date of exercise and not the exercise price of the option or right. (ii) If the Proposed Securities are options or rights to acquire capital stock of the Company but are not Employee Proposed Securities, then for purposes of this Section 4, the issuance of the Proposed Securities shall be deemed to occur upon the exercise of the options or rights and not upon the issuance of the options or rights, and HCC and, if applicable, its Affiliates shall have the right to its Pro Rata Share purchase, prior to the expiration of ten (10) business days after receipt of notice of such issuance exercise from the Company, capital stock of the same class as the underlying security. The number of shares of capital stock available for purchase by HCC or its Affiliates shall lapse, subject be equal to the Purchasers' ongoing subscription right with respect number of shares of the underlying security to issuances be issued upon the exercise of New such Proposed Securities at later dates or timesmultiplied by a fraction, the numerator of which is the Fully Diluted Ownership Percentage and the denominator of which is the quantity 100% minus the Fully Diluted Ownership Percentage. The Purchasers agree that issuance price shall be deemed to be the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.1sum of the purchase price for such options or rights, plus any additional consideration paid upon exercise of such options or rights.

Subscription Rights. Until the occurrence of a Director Termination Date2.1 The Company shall not issue, if the Board shall authorize the issuance of New Securities sell or exchange, agree to issue, sell or exchange, or reserve or set aside for cash (other than any New Securities issued issuance, sale or exchange, (i) to officers, employees or directors of the Company or any of its Subsidiaries pursuant to any Company Stock PlanCommon Stock, (ii) in connection with any acquisition transactionother equity securities of the Company, including, without limitation, shares of Preferred Stock, (iii) in connection with a public offering any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of securitiesthe Company, and or (iv) to the Purchasers any debt or their Affiliates (other than securities directly or indirectly convertible into capital stock of the Company and its Subsidiaries)(collectively, the "Offered Securities"), then, prior to unless in each such issuance of New Securities, case the Company shall offer have first complied with this Section 2. The Company shall deliver to the Purchasers Stockholder a Pro Rata Share written notice of such New Securities. Any offer any proposed or intended issuance, sale or exchange of New Offered Securities made to the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription NoticeOffer") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice ), which Offer shall set forth (i) identify and describe the number of New Securities proposed to be issued and the terms of such New Offered Securities, (ii) describe the consideration (or manner of determining the consideration), if any, for price and other terms upon which such New Securities they are proposed to be issued issued, sold or exchanged, and the terms number or amount of paymentthe Offered Securities to be issued, sold or exchanged, (iii) identify the number of New persons or entities (if known) to which or with which the Offered Securities offered are to the Purchasers in compliance with the provisions of this Section 5.1 be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with such Stockholder (A) a portion of the proposed date Offered Securities determined by dividing the aggregate number of issuance shares of Common Stock then held by such New Securities. Not later Stockholder (giving effect to the conversion or exercise of all Common Share Equivalents then held by such Stockholder) by the total number of shares of Common Stock then outstanding (giving effect to the conversion or exercise of all Common Share Equivalents then outstanding (other than 10 Business Days after those owned by such Stockholder)) (the "Basic Amount"); PROVIDED, HOWEVER, that the Stockholder, in its discretion, may subscribe for less than the Basic Amount. 2.2 To accept an Offer, in whole or in part, the Stockholder must deliver a written notice to the Company prior to the end of the five (5) day period following the Stockholder's receipt of a Subscription Noticethe Offer, setting forth the Purchasers shall notify portion of the Company in writing whether it Stockholder's Basic Amount that such Stockholder elects to purchase (the "Notice of Acceptance"). 2.3 The Company shall have 90 days from the expiration of the period set forth in Section 2.2 above to issue, sell or exchange all or any portion part of such Offered Securities as to which a Notice of Acceptance has not been given by the New Securities offered Stockholder (the "Refused Securities"), but only to the Purchasers pursuant to offerees described in the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued Offer (if so described therein) and sold to the Purchasers by the Company at the same time and on the same only upon terms and conditions as the New Securities (including, without limitation, unit prices and interest rates) that are issued and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject more favorable to the Purchasers' ongoing subscription right with respect acquiring person or persons or less favorable to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) than those set forth in the Offer. 2.4 In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 2.3 above), then the Stockholder may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Stockholder elected to purchase pursuant to Section 2.2 above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to the Stockholder pursuant to Section 2.2 above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that the Stockholder so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Stockholder in accordance with Section 2.1 above. 2.5 Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Stockholder shall acquire from the Company, and the Company shall issue to the Stockholder, the number or amount of Offered Securities specified in the Notice of Acceptance, as reduced pursuant to Section 2.4 above if the Stockholders have so elected, upon the terms and conditions specified in the Offer. The purchase by the Stockholder of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Stockholder of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Stockholder and its counsel. 2.6 Any Offered Securities not acquired by the Stockholder or other persons in accordance with Section 2.3 above may not be issued, sold or exchanged until they are again offered to the Stockholder under the procedures specified in this Section 5.1Agreement. 2.7 The term "Offered Securities" shall NOT include:

Subscription Rights. Until the occurrence of a Director Termination DateSo long as Purchaser has not sold more than 500,000 Shares (as adjusted to reflect any stock splits, stock dividends and similar recapitalizations) (other than sales to Affiliates), if the Board shall authorize Company proposes the issuance of New Securities for cash (other than any New Securities issued (i) to officers, employees employees, directors, consultants or directors advisors of the Company or any of its Subsidiaries pursuant to any Company Stock Planemployee stock offering, plan or arrangement, (ii) in connection with any acquisition transactionof another corporation by the Company by merger, purchase of all or substantially all of such corporation's assets or other reorganization (iii) in connection with a public offering of securitiesPharmaceutical Alliances, and (iv) in connection with Research and Development Funding Transactions, (v) in connection with equipment leasing or equipment financing arrangements, to the Purchasers Person who leased or their Affiliates financed such equipment and (other than the Company and vi) to Purchaser or its Subsidiaries)), Affiliates) then, prior to each such issuance of New Securities, the Company shall offer to the Purchasers Purchaser a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers Purchaser under this Section 5.1 3.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities). The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued to Persons other than Purchaser and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to the Purchasers Purchaser in compliance with the provisions of this Section 5.1 3.1 and (iv) the proposed date of issuance of such New Securities. Not later than 10 20 Business Days after its receipt of a Subscription Notice, the Purchasers Purchaser shall notify the Company in writing whether it elects to purchase all or any portion of the New Securities offered to the Purchasers Purchaser pursuant to the Subscription Notice. If the Purchasers Purchaser shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers Purchaser by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to any other PersonsPerson. If, for any reason, the issuance of such New Securities is not consummated, the Purchasers' Purchaser's right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' Purchaser's ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.1.

Subscription Rights. Until (a) In the occurrence event the Company desires to issue, in a transaction exempt from registration under the Securities Act, any new shares of a Director Termination DateClass A Stock (or any securities convertible into, if the Board shall authorize the issuance of New Securities exercisable for, or exchangeable for cash (Class A Stock) other than securities issued to any New Securities issued (i) director, employee or consultant of or to officers, employees or directors of the Company or any of its Subsidiaries pursuant to an equity-incentive plan approved by the Board and securities issued in connection with stock splits, stock dividends, in-kind equity distributions, recapitalizations and stockholders’ rights plans (collectively, “New Securities,” and, deemed for purposes of this Section 9, Offered Stock), the Company shall first provide written notice of such desire to issue the Offered Stock to each Stockholder at least ten (10) days prior to such proposed issuance, which notice shall set forth a description of the Offered Stock, the price and terms upon which the Company proposes to issue the Offered Stock, the number of shares of Offered Stock equal to such Stockholder’s Proportionate Share and the aggregate purchase price therefor (the “New Securities Initial Notice”). Upon receipt of the New Securities Initial Notice, the Stockholders shall each have the right, but not the obligation, to elect to purchase a number of shares, up to each Stockholder’s Proportionate Share, of the Offered Stock (the “New Securities Initial Election Right”), by giving notice of such election to the Company and each other Stockholder within five (5) days from the receipt of the New Securities Initial Notice (the “New Securities Initial Election Period”). In the event that any Stockholder does not exercise his, her or its New Securities Initial Election Right within the New Securities Initial Election Period, then such Stockholder shall be deemed to have irrevocably waived his, her or its right to elect to purchase shares of Offered Stock during the New Securities Initial Election Period and during the subsequent New Securities Secondary Election Period. (b) Upon the Termination Date of the New Securities Initial Election Period, if there exists any Remaining Offered Stock, the Company shall give notice of the Remaining Offered Stock Planto the Eligible Remaining Stockholders (the “New Securities Secondary Notice”). Upon receipt of the New Securities Secondary Notice, the Eligible Remaining Stockholders shall each have the right, but not the obligation, to elect to purchase a number of shares up to each Eligible Remaining Stockholder’s Proportionate Share, of the Remaining Offered Stock plus any or all Remaining Offered Stock that the other Eligible Remaining Stockholders do not elect to purchase (the “New Securities Secondary Election Right”), by giving notice of such election to the Company and each other Eligible Remaining Stockholder (the “New Securities Secondary Notice of Election”) within three (3) days from the receipt of the New Securities Secondary Notice. If any Remaining Offered Stock is over-subscribed by the Eligible Remaining Stockholders exercising their New Securities Secondary Election Right, any Eligible Remaining Stockholders who have previously given a New Securities Secondary Notice of Election shall each be permitted to elect to purchase their Proportionate Share, or such other amount to which such subscribing Eligible Remaining Stockholders all agree, of the over-subscribed Remaining Offered Stock, by giving an updated New Securities Secondary Notice of Election within two (2) days from the receipt of the New Securities Secondary Notice (the “New Securities Secondary Election Period”). In the event that any Stockholder does not exercise his, her or its New Securities Secondary Election Right within the New Securities Secondary Election Period, then such Stockholder shall be deemed to have irrevocably waived his, her or its right to elect to purchase shares of Offered Stock during the New Securities Secondary Election Period. (c) All purchases and sales of shares of New Securities pursuant to Sections 9(a) and 9(b) hereof shall occur at the sale price and upon the other terms specified in the New Securities Initial Notice and shall be settled: (i) in the case of a private placement, within three (3) Business Days; and (ii) in connection with any acquisition transaction, (iii) in connection with the case of a public offering pursuant to a registration, within the number of securitiesBusiness Days specified in the applicable prospectus. (d) Upon the Termination Date of the New Securities Secondary Election Period, and (iv) to the Purchasers or their Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securitiesif there exists any Remaining Offered Stock, the Company shall offer have seventy five (75) days thereafter (the “New Securities Issuance Period”) to issue and sell the Remaining Offered Stock to one or more Third Parties at a price and upon such other terms no more favorable to the Purchasers a Pro Rata Share of such New Securities. Any offer of purchasers thereof than those specified in New Securities made to Initial Notice. (e) Upon the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to the Purchasers in compliance with the provisions of this Section 5.1 and (iv) the proposed date of issuance of such New Securities. Not later than 10 Business Days after its receipt of a Subscription Notice, the Purchasers shall notify the Company in writing whether it elects to purchase all or any portion conclusion of the New Securities offered Issuance Period, if there exists any Remaining Offered Stock, such Remaining Offered Stock must be reoffered to the Purchasers pursuant Stockholders through the procedures of Sections 9(a) through 9(b) hereof before the Company may issue and sell it to the Subscription Notice. If the Purchasers shall elect to one or more Third Parties. (f) The purchase any such New Securities, the New Securities which it shall have elected to purchase rights granted by this Section 9 shall be issued and sold exercisable only by “accredited investors” as defined under Section 501 of Regulation D of the Securities Act. (g) The exercise or non-exercise of the rights of Stockholders under this Section 9 shall not adversely affect their rights to the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons. If, for any reason, the issuance participate in subsequent offerings of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.19.

Subscription Rights. Until (a) If at any time after the occurrence date hereof and prior to the IPO, the Company proposes to issue equity securities of a Director Termination Dateany kind (the term "equity securities" shall include for these purposes any warrants, if options or other rights to acquire equity securities and debt securities convertible into equity securities) of the Board shall authorize Company (other than the issuance of New Securities for cash (other than any New Securities issued securities (i) to officers, employees or directors of the Company or any of its Subsidiaries public in a firm commitment underwriting pursuant to any Company Stock Plana registration statement filed under the Securities Act, (ii) in connection with any pursuant to the acquisition transactionof another corporation by the Company by merger, purchase of substantially all of the assets or other form of reorganization, (iii) in connection with a public offering of securitiespursuant to an employee or director stock option plan, and stock bonus plan, stock purchase plan or other management equity program), (iv) pursuant to the Purchasers issuance of shares of Common Stock following the conversion of certain indebtedness by the QIP Investors under the Conversion Agreement, or their Affiliates (other than v) pursuant to the Company issuance of shares of Common Stock following the exercise of Performance Options by the Managing Founders and its Subsidiaries)certain employees, as described in Section 2.5 of the Stock Purchase Agreement), then, prior as to each such issuance of New Securitiesthe QIP Investors, Infoseek and the Investor, the Company shall shall: (i) 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 the QIP Investors, Infoseek or the Investor may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each of the Purchasers QIP Investors, Infoseek and the Investor upon the terms described in subparagraph (i) above a Pro Rata Share portion of such New Securities. Any offer of New the Proposed Securities made to the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription NoticeSecurities") at least 20 Business Days prior equal to the issuance of such New Securities. The Subscription Notice shall set forth a percentage determined by dividing (ix) the number of New Securities proposed to be issued shares of Common Stock beneficially owned by such holder of securities, by (y) the total number of shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by all holders of Common Stock immediately preceding the issuance of the Proposed Securities. (b) Each of the Investor, Infoseek and the terms QIP Investors must exercise its purchase rights hereunder within ten (10) days after receipt of such New Securities, (ii) notice from the consideration (or manner Company. If all of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Subscription Securities offered to the Purchasers in compliance with QIP Investors, Infoseek and the provisions of this Section 5.1 and (iv) Investor are not fully subscribed by the proposed date of issuance of such New Securities. Not later than 10 Business Days after its receipt of a Subscription NoticeQIP Investors, Infoseek or the Investor, the Purchasers shall notify the Company in writing whether it elects to purchase all or any portion of the New remaining Subscription Securities offered will be reoffered to the Purchasers pursuant to the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities remaining shareholders who are issued and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that Shareholders Agreement purchasing their full allotment upon the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those terms set forth in this Section 5.14 (likewise any then remaining Subscription Securities will be reoffered to the Investor upon the terms set forth in this Section 4), until all such Subscription Securities are fully subscribed for or until the QIP Investors, Infoseek and the Investor have subscribed for all such Subscription Securities which they desire and are entitled to purchase, except that such remaining shareholders must exercise their purchase rights within five days after receipt of all such reoffers. To the extent that the Company offers two or more securities in units, the 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. (c) Upon the expiration of the offering periods described above, the Company will be free to sell such Subscription Securities that the QIP Investors, Infoseek and the Investor have not elected to purchase during the 180 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such remaining shareholders. Any Subscription Securities offered or sold by the Company after such 180 day period must be reoffered to the holders of the Securities pursuant to this Section 4. (d) The election by either of the QIP Investors, Infoseek or the Investor not to exercise their subscription rights under this Section 4 in any one instance shall not affect their respective rights (other than in respect of a reduction in their percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Company without first giving the QIP Investors, Infoseek and the Investor the rights described in this Section 4 shall be void and of no force and effect.

Subscription Rights. Until (a) From and after the occurrence date of this Agreement, the Company shall not issue any Additional Securities (as defined below) except in compliance with this Section. Each of Perseus (subject to Section 5.24(d)) and any Principal Holder shall have a Director Termination Dateright of first refusal to purchase its pro rata share of all Additional Securities that the Company may, if from time to time, propose to sell and issue after the Board shall authorize the date of this Agreement. With respect to any issuance of New Securities for cash (other than any New Securities issued Additional Securities, a Person's pro rata share shall be determined as the fraction, the numerator of which is equal to the sum of (i) all First Tranche Common Shares held by such Person, (ii) all Conversion Shares held by such Person (including for purposes of this clause (ii) all Conversion Shares that would be issuable upon conversion in full of all outstanding Notes held by such Person as of such time) and (iii) all Warrant Shares held by such Person (including for purposes of this clause (iii) all Warrant Shares that would be issuable upon exercise in full of all outstanding Warrants held by such Person as of such time), and the denominator of which is equal to officersthe aggregate outstanding shares of the Company's Common Stock on a fully diluted basis, employees determined using the treasury stock method. Each of Perseus and the Principal Holder shall be entitled to apportion the right to purchase Additional Securities pursuant to this Section among itself and its general partners, limited partners, members and Affiliates in such proportions as it deems appropriate. (b) If the Company proposes to issue any Additional Securities, it shall give Perseus and any Principal Holder written notice of its intention (the "Additional Securities Notice"), describing the Additional Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each of Perseus and such Principal Holder shall have 10 Business Days from the giving of such notice to agree to purchase its pro rata share of the Additional Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Additional Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or directors sell such Additional Securities to Perseus or any Principal Holder if it would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. With respect to each of Perseus and any Principal Holder, if such Person does not agree to purchase its pro rata share of the Additional Securities within such 10 day period, then the Company shall have 60 days in which to consummate the transaction contemplated in the Additional Securities Notice. If such transaction is not consummated within such 60 day period, then any subsequent issuance of Additional Securities shall require delivery of a new Additional Securities Notice to Perseus and the Principal Holder and compliance with this Section 5.24. (c) For the purposes of this Section, "Additional Securities" shall mean, whether or not authorized on the date hereof, any shares of Common Stock, any Common Stock Equivalents and any other equity securities of the Company; provided, however, that "Additional Securities" do not include securities issued: (i) in connection with an equity compensation plan or other bona fide compensation arrangement that is approved by the Board; (ii) pursuant to a stock split or stock dividend; (iii) pursuant to the terms of any outstanding option, warrant or convertible security or other outstanding right to acquire securities of the Company not issued, created or granted in violation of this Agreement; (iv) pursuant to a bona fide firm commitment underwritten public offering of shares of Common Stock; or (v) as consideration or otherwise in connection with a bona fide acquisition by the Company or any of its Subsidiaries Subsidiaries. (d) Perseus' subscription rights pursuant to any Company Stock Plan, (ii) in connection with any acquisition transaction, (iii) in connection with a public offering of securities, and (iv) to the Purchasers or their Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securities, the Company shall offer to the Purchasers a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to the Purchasers in compliance with the provisions of this Section 5.1 and (iv) the proposed date of issuance of such New Securities. Not later than 10 Business Days after its receipt of a Subscription Notice, the Purchasers shall notify the Company in writing whether it elects to purchase all or any portion of the New Securities offered to the Purchasers pursuant to the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to 5.24 (but not better thanthe subscription rights of any Principal Holder) those set forth in this Section 5.1shall terminate at such time as Perseus is no longer the beneficial owner of any Securities.

Subscription Rights. Until (a) If at any time after the occurrence date hereof and prior to the Canadian Going Public Event, for so long as the Investor(s) own(s) at least 5% of a Director Termination Datethe then outstanding shares of Common Stock, if the Board shall authorize the issuance of New Securities for cash (other than any New Securities issued (i) Company proposes to officers, employees or directors issue securities of the Company or of any kind (for purposes of its Subsidiaries pursuant to any Company this Section 3.02 (Subscription Rights), the term “securities” shall include Common Stock, Common Stock Plan, (ii) in connection with any acquisition transaction, (iii) in connection with a public offering of securitiesEquivalents, and (ivany warrants, options or other rights to acquire equity securities or debt securities) to the Purchasers or their Affiliates otherwise raise capital through debt or equity of any kind (other than the issuance of securities (1) pursuant to an employee stock option plan, stock bonus plan, stock purchase plan, employment agreement or other management equity program in an amount not to exceed ten percent (10%) of the outstanding Common Stock of the Company and its Subsidiaries)so long as such arrangement is approved by the Board of Directors, including the Investor Director, (2) upon conversion of the Preferred Notes, or (3) by reason of a dividend, share split or other distribution on Common Stock), then, prior subject to each such issuance of New Securitiesthe provisions set forth below, including Section 3.02(d) below, the Company shall offer to the Purchasers a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth shall: (i) give the number Investor(s) written notice setting forth in reasonable detail the designation and all of New Securities the terms and provisions of the securities proposed to be issued and (the terms “Proposed Securities”), including, all reasonable detail with respect to such securities that is known as of the date such New Securitiesnotice is provided (each, a “Company Notice”); and (ii) offer to issue Investor(s) a right to purchase securities in an amount of the consideration Proposed Securities equal to the Investor(s)’s pro rata Ownership of the outstanding Common Stock of the Company (calculated on an as converted basis), on terms that are not less favorable to the Investor(s) than any other Person may acquire the Proposed Securities (the “Investor Securities”); provided that the Investor(s) may assign, subject to the consent of the Board of Directors, not to be unreasonably withheld, conditioned or manner delayed, the foregoing rights to participate in the issuance of determining securities of the considerationCompany pursuant to this Section 3.02 (Subscription Rights) to any Person (which for avoidance of doubt need not be an affiliate of the Investor(s)), and in connection therewith, the Investor(s) may be entitled to collect a fee in connection therewith, from the Company and/or the purchaser of the Proposed Securities, as agreed to by the applicable parties. (b) The Investor(s) must within thirty (30) days after receipt of a Company Notice provide notice (the “Investor Notice”) of the Investor(s)’s or its Permitted Transferee assignee’s intention, if any, to exercise its purchase rights hereunder or for which a third-party to do so. If the Investor(s) does not provide the Investor Notice within such New thirty (30) day period, it will be deemed to have rejected the Company’s offer. Thereafter, the Company will not be required to again reoffer the Investor(s) or its assignees, the Investor Securities are proposed relating to be issued the Proposed Securities that the Investor(s) or its assignees have not elected to purchase during the ninety (90) days following such expiration on terms and conditions not more favorable to the terms of payment, (iii) the number of New Securities purchasers thereof than those offered to the Purchasers in compliance with Investor(s). Any Proposed Securities offered or sold by the provisions of Company after such ninety (90)-day period must be reoffered to the Investor(s) pursuant to this Section 5.1 and 3.02(b). (ivc) The election by the Investor(s) not to exercise its subscription or lending rights under this Section 3.02 (Subscription Rights) in any one instance shall not affect the Investor(s)’s right (other than in respect of a reduction in the Investor(s)’s percentage holdings) as to any subsequent proposed issuance subject to this Section 3.02 (Subscription Rights). (d) Notwithstanding anything contained in this Section 3.02 (Subscription Rights), either (A) the proposed date of offer or issuance of such New Securities. Not later than 10 Business Days after its receipt of a Subscription Notice, the Purchasers shall notify the Company in writing whether it elects to purchase all or any a portion of the New Proposed Securities offered shall only be made to Persons that are “accredited investors” within the meaning of Rule 501(a) under Regulation D promulgated under the Securities Act, or (B) in the event that the offer or issuance of all or a portion of the Proposed Securities to any one or more Persons that are not “accredited investors” would require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities law, then, to the Purchasers extent necessary to avoid such registration or disclosure document and at the option of the Investor(s), any one or more of such Persons may be excluded from the offer to purchase any Proposed Securities pursuant to this Section 3.02 (Subscription Rights) and shall have no rights under this Section 3.02 (Subscription Rights). (e) Nothing contained in this Section 3.02 (Subscription Rights) shall be interpreted to prevent the Company from completing the offer and sale of Proposed Securities prior to the receipt of notice from the Investor(s) or its assignees indicating their intent to purchase or not to purchase the Investor Securities or the expiration of the 30-day period provided for in Section 3.02(b), so long as the such offers and sales are made pursuant to the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time and on the same terms and conditions as disclosed to the New Securities are issued Investor(s) and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share completion of such issuance shall lapseoffers and sales does not in any way prevent, subject interfere with or delay the Investor(s)’s or its assignees’ ability to the Purchasers' ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant exercise their rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.1purchase the Investor Securities.

Subscription Rights. Until the occurrence of a Director Termination Date2.1 The Company shall not issue, if the Board shall authorize the issuance of New Securities sell or exchange, agree to issue, sell or exchange, or reserve or set aside for cash (other than any New Securities issued issuance, sale or exchange, (i) to officers, employees or directors of the Company or any of its Subsidiaries pursuant to any Company Stock PlanCommon Stock, (ii) in connection with any acquisition transactionother equity securities of the Company, including, without limitation, shares of Preferred Stock, (iii) in connection with a public offering any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity securities of securitiesthe Company, and or (iv) to the Purchasers any debt or their Affiliates (other than securities directly or indirectly convertible into capital stock of the Company and its Subsidiaries)(collectively, the "Offered Securities"), then, prior to unless in each such issuance of New Securities, case the Company shall offer have first complied with this Section 2. The Company shall deliver to the Purchasers Stockholder a Pro Rata Share written notice of such New Securities. Any offer any proposed or intended issuance, sale or exchange of New Offered Securities made to the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription NoticeOffer") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice ), which Offer shall set forth (i) identify and describe the number of New Securities proposed to be issued and the terms of such New Offered Securities, (ii) describe the consideration (or manner of determining the consideration), if any, for price and other terms upon which such New Securities they are proposed to be issued issued, sold or exchanged, and the terms number or amount of paymentthe Offered Securities to be issued, sold or exchanged, (iii) identify the number of New persons or entities (if known) to which or with which the Offered Securities offered are to the Purchasers in compliance with the provisions of this Section 5.1 be offered, issued, sold or exchanged and (iv) offer to issue and sell to or exchange with such Stockholder (A) a portion of the proposed date Offered Securities determined by dividing the aggregate number of issuance shares of Common Stock then held by such New Securities. Not later Stockholder (giving effect to the conversion or exercise of all Common Share Equivalents then held by such Stockholder) by the total number of shares of Common Stock then outstanding (giving effect to the conversion or exercise of all Common Share Equivalents then outstanding (other than 10 Business Days after those owned by such Stockholder)) (the "Basic Amount"); PROVIDED, HOWEVER, that the Stockholder, in its discretion, may subscribe for less than the Basic Amount. 2.2 To accept an Offer, in whole or in part, the Stockholder must deliver a written notice to the Company prior to the end of the five (5)day period following the Stockholder's receipt of a Subscription Noticethe Offer, setting forth the Purchasers shall notify portion of the Company in writing whether it Stockholder's Basic Amount that such Stockholder elects to purchase (the "Notice of Acceptance"). 2.3 The Company shall have 90 days from the expiration of the period set forth in Section 2.2 above to issue, sell or exchange all or any portion part of such Offered Securities as to which a Notice of Acceptance has not been given by the New Securities offered Stockholder (the "Refused Securities"), but only to the Purchasers pursuant to offerees described in the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued Offer (if so described therein) and sold to the Purchasers by the Company at the same time and on the same only upon terms and conditions as the New Securities (including, without limitation, unit prices and interest rates) that are issued and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject more favorable to the Purchasers' ongoing subscription right with respect acquiring person or persons or less favorable to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) than those set forth in the Offer. 2.4 In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 2.3 above), then the Stockholder may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Stockholder elected to purchase pursuant to Section 2.2 above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to the Stockholder pursuant to Section 2.2 above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that the Stockholder so elects toreduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Stockholder in accordance with Section 2.1 above. 2.5 Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Stockholder shall acquire from the Company, and the Company shall issue to the Stockholder, the number or amount of Offered Securities specified in the Notice of Acceptance, as reduced pursuant to Section 2.4 above if the Stockholders have so elected, upon the terms and conditions specified in the Offer. The purchase by the Stockholder of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Stockholder of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Stockholder and its counsel. 2.6 Any Offered Securities not acquired by the Stockholder or other persons in accordance with Section 2.3 above may not be issued, sold or exchanged until they are again offered to the Stockholder under the procedures specified in this Section 5.1Agreement. 2.7 The term "Offered Securities" shall NOT include:

Subscription Rights. Until (a) If the occurrence Company proposes to sell shares of a Director Termination Date, if the Board shall authorize the issuance of New Securities for cash any preferred stock (other than any New Securities issued Preferred Stock or in exchange therefore) (i) to officers“Additional Securities”), employees or directors of the Company or any of its Subsidiaries pursuant to any Company Stock Planincluding in a private placement, (ii) in connection with any acquisition transaction, (iii) in connection with a public offering offering, as part of securitiesan acquisition, and (iv) to the Purchasers share exchange or their Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securitiesotherwise, the Company shall offer shall, at least thirty (30) days prior to the Purchasers a Pro Rata Share issuing such Additional Securities, notify each Investor in writing of such New Securities. Any offer of New Securities made to proposed issuance specifying the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth material terms and conditions thereof, including: (i) the number and description of New such Additional Securities proposed to be issued and the terms percentage of the Company’s outstanding equity interests that such New Securities, issuance would represent; (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued issuance date; and the terms of payment, (iii) the number form of New Securities offered consideration and the proposed purchase price per share (such notice, the “Subscription Right Notice”), and shall, subject to the Purchasers in receipt by the Company of any required Nuclear and National Security Approvals (and to the Company’s compliance with Section 3.7 in respect thereof), offer to sell such Additional Securities to the provisions Investors in the amounts set forth in Section ‎3.1(c), upon the terms and subject to the conditions set forth in the Subscription Right Notice and at the Purchase Price as set forth in Section ‎3.1(d) (the “Subscription Rights”); provided, that, if the purchase price for, or any of this Section 5.1 the other material terms and (iv) conditions of, the proposed date issuance change or are not known at the time of issuance provision of such New Securities. Not later than 10 Business Days after its receipt of a the Subscription Right Notice, the Purchasers Company shall notify provide the Subscription Right Notice specifying that the price or other such terms and conditions are not yet available, and shall provide a supplemental notice (the “Additional Notice”), adding the missing terms, to the Investors as soon as they are known to the Company, and in no event later than ten (10) Business Days prior to such issuance. (b) If an Investor wishes to subscribe for a number of Additional Securities less than the number to which it is entitled under this Section ‎3.1, such Investor may do so (but not less than 10% of the number to which it is entitled) and shall, in the notice of exercise of the offer, specify the number of Additional Securities that it wishes to purchase, which shall not be less than 10% of the shares to which it is entitled. (c) The Company in writing whether it elects to purchase all shall offer each Investor all, or any portion specified by the Investor in accordance with Section ‎3.1(b), of the New an amount of such Additional Securities offered such that, after giving effect to the Purchasers proposed issuance (including the issuance to the Investor pursuant to the Subscription Notice. If Rights and including any related issuance resulting from the Purchasers shall elect exercise of preemptive or similar rights by any unrelated Person with respect to purchase any such New Securitiesthe same issuance that gave rise to the exercise of the Subscription Rights by the Investor), the New Investor’s Equity Interest after such issuance would equal the Investor’s Equity Interest immediately prior to such issuance, such number of Additional Securities which it shall have elected to purchase shall be issued and sold to constitute the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons“Subscription Share Amount”. If, for at the time of the determination of any reasonSubscription Share Amount under this Section ‎3.1(c), the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject any other Person has subscription or other equity purchase rights similar to the Purchasers' ongoing subscription right with respect Subscription Rights, such Subscription Share Amount shall be recalculated to issuances take into account the amount of New Additional Securities at later dates or times. The Purchasers agree that such Persons have committed to purchase, rounding up such Subscription Share Amount to the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.1nearest whole Additional Security.

Subscription Rights. Until the occurrence (a) Except for any issuance of Equity Securities pursuant to a Director Termination DatePermitted Issuance, if the Company authorizes the issuance or sale of any of its Equity Securities or any Equity Securities of any of its Subsidiaries (the “Offered Securities”) to any WCAS Investor, the Company shall promptly deliver to each other Stockholder a notice (the “PR Notice”) of its intention to sell or otherwise issue Equity Securities setting forth a description and the number of the Equity Securities and any other securities proposed to be issued and the proposed purchase price and terms of sale. If the Equity Securities are to be offered for property other than cash, the Board shall authorize make a good faith determination of the fair market value of the property proposed to be received for such Equity Securities and such determination shall constitute the price at which such Equity Securities will be offered for purposes of the PR Notice and this Section 10. Upon receipt of the PR Notice, each Stockholder shall have the right to elect to purchase, at the price and on the terms stated in the PR Notice, a portion of such Equity Securities equal to the product of (i) the quotient determined by dividing (1) the number of Stockholder Shares held by such Stockholder (including any shares underlying vested employee stock options or securities convertible or exercisable for Stockholder Shares) by (2) the aggregate number of Stockholder Shares then held by all Stockholders (including any shares underlying vested employee stock options or securities convertible or exercisable for Stockholder Shares) multiplied by (ii) the number of Offered Securities proposed to issued; provided, that notwithstanding anything contained herein to the contrary, if the Company is issuing Equity Securities together as a unit with the issuance of New Securities for cash (other than any New Securities issued (i) to officers, employees or directors debt securities of the Company or any of its Subsidiaries Subsidiaries, then any Stockholder who elects to purchase such Equity Securities pursuant to this Section 10 must also purchase a corresponding proportion of such other debt securities, all at the proposed purchase price and on terms of sale as specified in the applicable PR Notice. The right of purchase provided to each Stockholder in this Section 10(a) shall not apply to the issuance of Common Stock to the WCAS Investors pursuant to the WCAS Purchase Right as contemplated by Section 11 herein. (b) In order to exercise its purchase rights hereunder, a Stockholder must, within fifteen (15) business days after receipt of the PR Notice, deliver a written notice to the Company describing its election hereunder. If all of the Equity Securities offered to the Stockholders are not fully subscribed by such Stockholders, the remaining Equity Securities shall be reoffered by the Company to the Stockholders purchasing their full allotment upon the terms set forth in this Section 10, except that such Stockholders must exercise their purchase rights within five (5) business days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell such Equity Securities which the Stockholders have not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those specified in the PR Notice. Any Equity Securities offered or sold by the Company after such 90-day period must be reoffered to the Stockholders pursuant to the terms of this Section 10. (d) The rights of the Stockholders under this Section 10 shall terminate upon the consummation of an Initial Public Offering. (e) Nothing in this Section 10 shall be deemed to prevent any Company Stock PlanWCAS Investor or their respective Affiliates from purchasing for cash any Equity Securities without first complying with the provisions of this Section 10; provided, that (iii) in connection with any acquisition transaction, (iii) in connection with a public offering of securities, and (iv) to such purchase the Purchasers or their Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New Securities, the Company shall offer to the Purchasers a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers under this Section 5.1 shall be made delay caused by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth (i) the number of New Securities proposed to be issued and the terms of such New Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the number of New Securities offered to the Purchasers in compliance with the provisions of this Section 5.1 10 in connection with such investment would be likely to cause harm to the Company (or the applicable Subsidiary); (ii) the Company (or the applicable Subsidiary) gives prompt notice to the other holders of Stockholder Shares, which notice shall describe in reasonable detail the Equity Securities (and other securities, if any) being purchased by the Person making such purchase (for purposes of this Section 10, the “Purchasing Holder”) and the purchase price thereof and (iviii) the proposed date of issuance of such New Securities. Not later than 10 Business Days after its receipt of a Subscription Notice, the Purchasers shall notify Purchasing Holder and the Company in writing whether it elects (or the applicable Subsidiary) take all steps necessary to purchase all or any portion enable the holders of the New Securities offered Stockholder Shares to the Purchasers pursuant to the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' ongoing subscription right effectively exercise their respective rights under this Section 10 with respect to issuances their purchase of New a pro rata share of the Equity Securities at later dates or times. The Purchasers agree that (and other securities, if any) issued to the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth Purchasing Holder as promptly as reasonably practicable after such purchase by the Purchasing Holder on the terms specified in this Section 5.110(a).

Subscription Rights. Until (a) If at any time after the occurrence date hereof, the Company proposes to issue equity securities of a Director Termination Dateany kind (for purposes of this Section 2.6, if the Board term “equity securities” shall authorize include any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities) of the issuance of New Securities for cash (Company other than any New Securities issued (i) to officers, employees or directors of the Company or any of its Subsidiaries pursuant to any Company Stock Plan, an incentive plan in compliance with the limits described in Section 4.5 or (ii) pursuant to an investment in connection with any acquisition transactionthe Company by Cerberus of Escrow Funds (as defined in the Escrow Agreement dated June , 2005 by and among Cerberus, the Company, Rafaella, Xxxxxx Xxxxxxx and XX Xxxxxx Xxxxx Bank, N.A., (iiithe “Escrow Agreement”)) in connection with a public offering of securitiespursuant to that certain Letter Agreement dated May 27, 2005 by and among Cerberus, the Company, Rafaella, Xxxxxx Xxxxxxx and Xxxxxxxxx & Company, Inc. (ivthe “Letter Agreement”) to the Purchasers or their Affiliates (other than the Company and its Subsidiaries)), then, prior as to each such issuance of New SecuritiesStockholder, the Company shall offer to the Purchasers a Pro Rata Share of such New Securities. Any offer of New Securities made to the Purchasers under this Section 5.1 shall be made by notice in writing (the "Subscription Notice") at least 20 Business Days prior to the issuance of such New Securities. The Subscription Notice shall set forth shall: (i) give written notice setting forth in reasonable detail (1) the number designation and all of New Securities 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 New Securitiessecurities, (3) the amount of such securities proposed to be issued, and (4) such other information as the Stockholders may reasonably request in order to evaluate the proposed issuance; and (ii) offer to issue to each such Stockholder a portion of the consideration Proposed Securities in proportion to such Stockholder’s Proportionate Percentage. (or manner b) Each such Stockholder must exercise its purchase rights hereunder within ten (10) days after receipt of determining such notice from the consideration), if any, for which such New Securities are proposed to be issued and Company. If all of the terms of payment, (iii) the number of New Proposed Securities offered to the Purchasers in compliance with the provisions of this Section 5.1 and (iv) the proposed date of issuance of such New Securities. Not later than 10 Business Days after its receipt of a Subscription NoticeStockholders are not fully subscribed for by such Stockholders, the Purchasers shall notify the Company in writing whether it elects to purchase all or any portion of the New remaining Proposed Securities offered will be reoffered to the Purchasers pursuant to Stockholders purchasing their full allotment upon the Subscription Notice. If the Purchasers shall elect to purchase any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those set forth in this Section 5.12.6, until all such Proposed Securities are fully subscribed for or until all such Stockholders have subscribed for all such Proposed Securities which they desire to purchase, except that such Stockholders 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 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. (c) During the one hundred and twenty (120) days following the expiration of the offering periods described above, the Company will be free to sell any Proposed Securities that the Stockholders have not elected to purchase on terms and conditions no more favorable to the purchasers thereof than those offered to the Stockholders. Any Proposed Securities offered or sold by the Company after such one hundred and twenty (120)-day period must be reoffered to the Stockholders pursuant to this Section 2.6. (d) The election by any Stockholder not to exercise its subscription rights under this Section 2.6 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 the Stockholders the rights described in this Section 2.6 shall be void and of no force and effect.

Subscription Rights. Until (a) If at any time after the occurrence of a Director Termination Closing Date, if the Board Company determines to issue equity securities of any kind (for these purposes, the term “equity securities” shall authorize include, without limitation, Common Stock, warrants, options or other rights to acquire equity securities convertible or exchangeable into equity securities) of the issuance of New Securities for cash Company (other than any New Securities issued than: (i) to officersthe public in a firm commitment underwriting pursuant to a registration statement filed under the Securities Act; (ii) the issuance of equity securities to employees, employees officers or directors of of, or consultants or advisors to the Company or any Subsidiary of the Company, in such amounts as are approved by the Board; (iii) any equity securities issued as consideration in connection with a bona fide 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) any equity securities issued upon conversion, exchange or exercise of any outstanding equity securities as disclosed in Section 3.3 of this Agreement or Section 3.3 of the Disclosure Schedule; (vi) shares of Common Stock issued as dividends with respect to the Shares purchased by the Investors hereunder; or (vii) the Conversion Shares) then, for so long as WP and its Subsidiaries pursuant to Affiliates Own at least a majority of (i) the aggregate number of Shares (including any Company Stock PlanConversion Shares) acquired by it on the Closing Date, or (ii) in connection with any acquisition transactionthe event the Conversion of all of the Convertible Preferred Stock occurs, (iii) in connection with a public offering of securities, and (iv) to the Purchasers or their Affiliates (other than the Company and its Subsidiaries)), then, prior to each such issuance of New SecuritiesConversion Shares, the Company shall shall: (1) give written notice to WP setting forth in reasonable detail (A) 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; (B) the price and other terms of the proposed sale of such securities; (C) the amount of such Proposed Securities; and (D) such other information as WP may reasonably request in order to evaluate the proposed issuance; and (2) offer to issue to WP upon the Purchasers terms described in the notice delivered pursuant to Section 8.6(a)(1) above, a Pro Rata Share portion of such New Securities. Any offer the Proposed Securities equal to (i) the percentage of New Securities made to the Purchasers under this Section 5.1 shall be made Common Stock (including the Conversion Shares issuable upon the Conversion, if the Conversion has not occurred) Owned by notice in writing (the "Subscription Notice") at least 20 Business Days WP and its Affiliates immediately prior to the issuance of such New Securities. The Subscription Notice shall set forth (i) the equity securities relative to the total number of New Securities proposed shares of Common Stock (including the Conversion Shares issuable upon the Conversion, if the Conversion has not occurred) outstanding immediately prior to be issued and the terms issuance of such New Securitiesthe equity securities, multiplied by (ii) the consideration (or manner of determining the consideration), if any, for which such New Securities are proposed to be issued and the terms of payment, (iii) the total number of New Securities offered to the Purchasers in compliance with the provisions of this Section 5.1 and Proposed Securities. (ivb) the proposed date of issuance of such New Securities. Not later than 10 WP must exercise its purchase rights hereunder within ten (10) Business Days after its receipt of such notice from the Company. To the extent that the Company offers two or more securities in units, WP must purchase such units as a Subscription Noticewhole and will not be given the opportunity to purchase only one of the securities making up such unit. (c) Upon the expiration of the offering period described above, the Purchasers Company will be free to sell such Proposed Securities that WP has not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to WP. (d) The election by WP not to exercise its subscription rights under this Section 8.6 in any one instance shall notify 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 WP the rights described in this Section 8.6 shall be void and of no force and effect. (e) The subscription rights established by this Section 8.6 shall not apply to, and shall terminate upon a consolidation, merger, reorganization or other form of acquisition of or by the Company in writing whether it elects which the Company’s stockholders immediately prior to purchase all or any portion the transaction retain less than 50% of the New Securities offered 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). (f) The Company and WP hereby declare that it is impossible to measure in money the damages which will accrue to the Purchasers pursuant parties hereto by reason of the failure of any party to the Subscription Notice. If the Purchasers shall elect to purchase perform any such New Securities, the New Securities which it shall have elected to purchase shall be issued and sold to the Purchasers by the Company at the same time and on the same terms and conditions as the New Securities are issued and sold to other Persons. If, for any reason, the issuance of New Securities is not consummated, the Purchasers' right to its Pro Rata Share of such issuance shall lapse, subject to the Purchasers' ongoing subscription right with respect to issuances of New Securities at later dates or times. The Purchasers agree that the Company may grant rights to Rajexxxx Xxxxxxxxx xxxivalent to (but not better than) those obligations set forth in this Section 5.18.6. Therefore, the Company and WP 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 WP hereby waive the claim or defense that the party instituting such action or proceeding has an adequate remedy at law.