Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

Preemptive Rights. Prior Except to the extent limited or excluded by the shareholders of the Company at any issuance general meeting of Series A Parity Securities permitted under Section 5.11(b)(iiithe Company (in which case the Investors will not have Preemptive Rights), the Partnership shallCompany hereby grants each Investor the right, by subject to applicable Law to purchase its Pro Rata Portion of any New Securities the Company proposes to sell or issue for cash from time to time in excess of the Preemptive Rights Threshold. The Company shall give written notice of a proposed issuance or sale described in the preceding sentence to the Series A Preemptive Rights Holders Shareholder and each Investor at least ten (the “Notice of Issuance”), if any, offer 10) days prior to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice proposed issuance or sale (or, if such notice period is not reasonably possible under the circumstances, such prior notice as is reasonably possible) in excess of Issuance divided by the Preemptive Rights Threshold. Such notice shall set forth (Bto the extent known) the aggregate material terms and conditions of the proposed issuance or sale, including the proposed manner of disposition, the number or amount and description of the shares proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase or subscription price per share, and an offer to each Investor to purchase or subscribe for its Pro Rata Portion of such New Securities. At any time during the ten (10) day period (or such shorter period if the Company’s notice was sent, in accordance with the second sentence of this Section 3.3, less than ten (10) days prior to the proposed issuance or sale date) following receipt of such notice, each Investor shall have the right to elect to purchase or subscribe for its Pro Rata Portion of the number of Series A Preferred Units held by all Series A Preemptive Rights Holders New Securities at the purchase or issuance price and upon the terms and conditions set forth in the notice. Each Investor may transfer its rights to make such purchase to any of its Permitted Transferees. The Company shall be free to complete the proposed issuance or sale of New Securities; provided that (i) the Company sells or issues to each Investor (or its Permitted Transferees) any New Securities it elected to purchase pursuant to its response to the Company’s notice, on the date of terms and conditions set forth in the Notice of Issuance; providednotice, that the offer simultaneously with any sale or issuance of such Series A Parity New Securities shall not to any other Person, (ii) any sale or issuance of such New Securities to any other Person must be on a basis terms no less favorable to the Series A Preemptive Rights Holders Company than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written those set forth in the notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities delivered to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viiiInvestors; and (iii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires issuance must close no more than 50% of ninety (90) days after the voting power or assets of such entityproposed date included in the notice.

Preemptive Rights. Prior If, at any time prior to termination of the Parent LP Agreement, Parent or any of its Subsidiaries shall propose to issue or sell any “Debt or Equity Securities” (as defined in the Parent LP Agreement) to any issuance Centre Preemptive Party pursuant to Section 9.5(b) of Series A Parity Securities permitted under the Parent LP Agreement on the terms and conditions set forth therein (“Preemptive Sale”), upon the Partnership receiving the notice required pursuant to Section 5.11(b)(iii9.5 of the Parent LP Agreement (the “Preemptive Sale Notice”), the Partnership shall, by written notice no later than three (3) days after receiving the Preemptive Sale Notice, provide a copy of such Preemptive Sale Notice to each of the Series A Preemptive Rights Holders Other Partners other than those Other Partners who are, or whose related Individual Partners are, former employees of the Parent or any of its Subsidiaries (the “Notice of IssuanceRight Holders”). Each Right Holder shall have the right (“Preemptive Sale Right”) to purchase such series or class of debt or equity securities from the Partnership, if anyhaving such designations, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms preferences and subject to conditions relative, participating, optional or other special rights, powers and duties as shall be determined by the General Partner in its sole discretion to give such Right Holder substantially similar rights to the other holders of such “Debt or Equity Securities,” in an amount equal to (i) the total number of such securities issued by the Partnership multiplied by (ii) a fraction equal to (x) the number of outstanding Common Units owned by such Right Holder over (y) the number of outstanding Common Units owned by all of the Right Holders. A Right Holder shall exercise such Preemptive Sale Right by delivering written notice of such exercise to the Partnership no later than five (5) days after receiving the Preemptive Sale Notice. The Partnership shall deliver a Preemptive Response Notice (as defined in the Parent LP Agreement) to the Parent within the time periods required under the Parent LP Agreement with respect to any securities to be reasonablepurchased by the Right Holders who provide timely written notice of their Preemptive Sale Rights to the Partnership within such five-day period. For the avoidance of doubt, which offer the General Partner shall be made on a Pro Rata basis update Schedule I, to the extent necessary, following the exercise of the Preemptive Sale Rights by one or more of the Right Holders. The Partnership shall, using the proceeds from the Right Holders (and such that each Series A Preemptive Rights Holder Right Holders shall be entitled deliver such proceeds to the Partnership in exchange for the issuance of Common Units by the Partnership), purchase a portion an amount of such Series A Parity Securities “Debt or Equity Securities” equal to the quotient of (A) the number total amount of Series A Preferred Units held by such Series A “Debt or Equity Securities” offered to be sold to the Partnership pursuant to the Preemptive Rights Holder on the date of the Notice of Issuance divided Sale multiplied by (B) a fraction equal to (x) the aggregate number of Series A Preferred outstanding Common Units held owned by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Right Holders exercising their rights pursuant to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice immediately preceding sentence over (y) the number of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days outstanding Common Units owned by all of the Notice of Issuance, such Series A Right Holders. Such Preemptive Rights Holder Sale Right shall be deemed subject to have waived any the terms and all rights to purchase such Series A Parity Securities conditions set forth in such transactionthe Preemptive Sale. Notwithstanding the foregoing, in no the event shall that the General Partner reasonably determines that the offering of any debt or equity securities to a Right Holder or Right Holders will require the Parent or the Partnership be obligated to offer prepare a prospectus or similar offering document in order for such offering to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection comply with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all provisions of the assets, or other reorganization whereby Securities Act and such requirement would not apply but for the Partnership acquires more than 50% inclusion of the voting power particular Right Holder or assets of Right Holders in such entityoffering, the General Partner shall have the right in its sole discretion to exclude such Right Holder(s) from such offering.

Preemptive Rights. Prior The Company agrees that during the period prior to an Initial Public Offering (as such term is defined in the Company’s Limited Liability Company Agreement) it may not sell or issue (or offer to sell or issue) any additional Class A Common Units (as such term is defined in the Company’s Limited Liability Company Agreement) to any person who is an owner of Class A Common Units on the date of this Agreement (each a “Current Class A Holder”) or any affiliate or family member of a Current Class A Holder, unless the Company offers to sell or issue to Gaer, at the same price and on the same terms as the sale or issuance of Series to the Current Class A Parity Securities permitted under Section 5.11(b)(iiiHolder(s), a number of Class A Common Units such that, if purchased by Gaer, would result in Gaer maintaining the Partnership shallsame percentage interest in the Company immediately after such sale or issuance as Gaer owned immediately prior to such sale or issuance. The Company shall notify Gaer in writing at least 5 business days before any such proposed sale or issuance (or if shorter, at the same time as such proposed sale or issuance is offered to the Current Class A Holder(s)), which written notice shall specify the number of Class A Common Units that Gaer is entitled to purchase and the purchase price therefor. Gaer shall have the right, but not the obligation, to purchase up to the number of Class A Common Units as are specified in the notice by delivering a written notice to the Series Company (which written notice shall specify the number of Class A Preemptive Rights Holders Units (if any) that Gaer has elected to purchase) within 3 business days of Gaer’s receipt of the “Notice Company’s written notice to him (or, if shorter, such time as the Current Class A Holder(s) must indicate whether they will participate in such proposed sale or issuance). For the avoidance of Issuance”doubt, the rights specified in this Section 5.04(b) shall not apply to any offer, sale or issuance by the Company of any Non-dilutive Common Units (as such term is defined in the Company’s LLC Agreement), if anynor shall it apply to any Class A Common Units offered, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined sold or issued by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of Company in connection with: (A) a grant pursuant to any Incentive Plan (as defined in the Company’s Limited Liability Company Agreement) or similar equity-based plans or other compensation agreement that is in effect as of the date of Closing and which does not exceed the number of Series A Preferred Units held by reserved for such Series A Preemptive Rights Holder on Incentive Plan as of the date of the Notice of Issuance divided by Closing; (B) the aggregate number conversion or exchange of Series A Preferred Units held by all Series A Preemptive Rights Holders any securities of the Company outstanding on the date hereof into Class A Common Units; (C) any acquisition by the Company or any subsidiary of the Notice Company of Issuance; providedany equity interest, that asset, property or business of any person or any merger, consolidation or other business combination involving the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to Company or any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days subsidiary of the Notice Company; (D) any public offering of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, Company; or other reorganization whereby the Partnership acquires more than 50% (E) any subdivision or split of the voting power or assets of such entityClass A Units.

Preemptive Rights. Prior (a) Except as provided in Section 2.07(e) or Section 2.07(f), if the Company wishes to issue any Equity Securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson or Persons (all such Equity Securities, collectively, the “New Securities”), then the Partnership shall, by Company shall promptly deliver a written notice of intention to the Series A Preemptive Rights Holders sell (the “Company’s Notice of IssuanceIntention to Sell”), if any, offer ) to sell such Series A Parity each holder of Preemptive Shares setting forth a description of the New Securities to be sold, the Series A Preemptive Rights Holders on proposed purchase price, the aggregate number of New Securities to be sold and the terms and subject conditions of sale. Upon receipt of the Company’s Notice of Intention to Sell, each holder of Preemptive Shares shall have the right, during the Acceptance Period, to elect to purchase, at the price and on the terms and conditions determined by stated in the General Partner Company’s Notice of Intention to be reasonableSell, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled up to purchase a portion the number of such Series A Parity New Securities equal to the quotient product of (Ai) the number of Series A Preferred Units held by such Series A holder’s Preemptive Rights Holder on the date of the Notice of Issuance divided Proportion, multiplied by (Bii) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceNew Securities to be issued; provided, that if the offer New Securities consist of such Series A Parity Securities shall not be on a basis less favorable to the Series A more than one class, series or type of Equity Securities, then any holder of Preemptive Rights Holders than is offered to any purchaser thereof Shares who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights elects to purchase such Series A Parity New Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) 2.07 must purchase the same proportionate mix of all of such securities; provided, further, that if the New Securities are issued in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity debt financing undertaken by the Partnership by mergerCompany or any of its Subsidiaries and to which preemptive rights otherwise apply pursuant to this Section 2.07, consolidationthen any Class A-1 Member, sale Class D Member, Class E Member or exchange Class F Preferred Member who elects to purchase such New Securities pursuant to this Section 2.07 must, to be eligible to receive such New Securities, participate in the underlying debt instrument for such financing (A) with and on the same terms as the other lenders thereunder and (B) in the same percentage as their Preemptive Proportion of securities, New Securities that such Member wishes to purchase pursuant to this Section 2.07. If one or more holders of substantially all Preemptive Shares do not elect to purchase their entire share of the assetsNew Securities (such aggregate portion of New Securities that has not been so elected, the “Excess New Securities”), then the Company will offer, by written notice (the “Supplemental Notice of Intention to Sell”), to each holder of Preemptive Shares who has elected to purchase his, her or other reorganization whereby the Partnership acquires more than 50% its entire proportion of the voting power or assets New Securities pursuant to this Section 2.07 (the “Full Participants”) the right to elect to purchase, at the price and on the terms and conditions stated in the Company’s Notice of such entity.Intention to Sell:

Preemptive Rights. Prior to any the issuance of Series any Class A Parity Securities permitted under Section 5.11(b)(iii)or Class A Senior Securities, the Partnership shall, by written notice to the Series Class A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series Class A Parity Securities or Class A Senior Securities to the Series Class A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata pro rata basis such that each Series Class A Preemptive Rights Holder shall be entitled to purchase a portion of such Series Class A Parity Securities or Class A Senior Securities equal to the quotient of (Ai) the number of Series Class A Preferred Units held by such Series Class A Preemptive Rights Holder on the date of the Notice of Issuance divided by (Bii) the aggregate number of Series Class A Preferred Units held by all Series Class A Preemptive Rights Holders on the date of the Notice of IssuanceIssuance (or as the Class A Preemptive Rights Holders may at such time otherwise agree among themselves); provided, that the offer of such Series Class A Parity Securities or Class A Senior Securities shall not be on a basis less favorable to the Series Class A Preemptive Rights Holders than is offered contemplated with respect to any purchaser thereof who is not a Series Class A Preemptive Rights Holder; provided, further further, that (A) if any Series Class A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series such Class A Parity Securities or Class A Senior Securities within ten fifteen (1015) Business Days of the Notice of Issuance, such Series Class A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series securities in such transaction and (B) if any Class A Preemptive Rights Holder waives or is deemed to have waived its right to purchase such Class A Parity Securities in or Class A Senior Securities, the other Class A Preemptive Rights Holders shall be entitled to exercise such transactionright as if such right was initially granted to such Class A Preemptive Rights Holders. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series Class A Parity Securities or Class A Senior Securities to the Series Class A Preemptive Rights Preferred Holders pursuant to this Section 5.11(b)(viii5.12(g) in connection with any (1) securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity; (2) Common Units or other Class A Junior Securities (including options to purchase Common Units or other Class A Junior Securities and Common Units or other Class A Junior Securities issued upon exercise of such options) issued to employees, consultants or directors of the Partnership or the General Partner pursuant to plans, programs or agreements approved by the Board of Directors; (3) Class A Senior Securities issued pursuant to any dividend, split, combination or other reclassification in respect of Class A Senior Securities or pursuant to a recapitalization or reorganization of the Partnership in respect of Class A Senior Securities; or (4) Class A Parity Securities issued pursuant to any dividend, split, combination or other reclassification in respect of Class A Parity Securities or pursuant to a recapitalization or reorganization of the Partnership in respect of Class A Parity Securities provided in each case under this clause (4) the Class A Preferred Units are given ratable treatment.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (a) Each Preferred Stockholder (the “Notice Preemptive Participants”) shall have a preemptive right to purchase up to its Pro Rata Share (as defined in this Section 6(a)) of Issuancefuture sales by the Company of its equity securities issued for cash other than as provided in Section 6(c) below (“New Securities”). For each Preemptive Participant, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a “Pro Rata basis such Share” equals the ratio that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (Ai) the number of Series A shares of Common Stock issuable upon conversion of the Preferred Units Stock held by such Series A the Preemptive Rights Holder on Participant (plus the date number of shares of Common Stock held by the Preemptive Participant if the Preemptive Participant is West Central or a member of the Notice USBG Group), immediately prior to the sale of Issuance divided by the New Securities bears to (Bii) the aggregate sum of the total number of Series A shares of Common Stock issuable upon conversion of all shares of Preferred Units Stock outstanding and the total number of shares of Common Stock held by all Series A Preemptive Rights Holders on the date West Central and members of the Notice USBG Group, immediately prior to the sale of Issuance; providedthe New Securities. Each time the Company proposes to offer any of its securities, that the Company shall give written notice thereof to the Preemptive Participants stating (i) its bona fide intention to offer such securities, (ii) the number of such Series A Parity Securities shall not securities to be on a basis less favorable offered, and (iii) the price and terms upon which the Company proposes to offer such securities (the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide “Offer Notice”). By written notice of its intent to exercise its right to purchase Series A Parity Securities notification received by the Company within ten (10) Business Days days after the receipt of the Notice Offer Notice, a Preemptive Participant may elect to purchase, at the price and on the terms specified in the Offer Notice, up to such holder’s Pro Rata Share and stating therein the quantity of Issuance, such Series A securities to be purchased. To the extent any Preemptive Rights Holder shall be deemed to have waived any and all rights Participant elects not to purchase such Series A Parity holder’s Pro Rata Share of New Securities, then such holder’s Pro Rata Share shall be allocated pro rata among the Preemptive Participants electing to purchase their Pro Rata Share of New Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities a similar “as converted” basis to the Series A Preemptive Rights Holders pursuant extent such holders wish to purchase more than their full Pro Rata Share. The closing date of the transactions contemplated by this Section 5.11(b)(viii6(a) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity shall be as mutually agreed by the Partnership by mergerCompany and the purchasing Preemptive Participants, consolidation, sale or exchange of securities, purchase of substantially all but no earlier than thirty (30) days and no later than sixty (60) days after the receipt of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOffer Notice.

Preemptive Rights. Prior If at any time the Company proposes to grant, issue or sell any Equity Securities (in each case, other than any Permitted Issuances) to any issuance Person (the “Purchase Rights”) then it shall give the Investor Parties written notice of Series A Parity its intention to do so, describing the Equity Securities permitted under Section 5.11(b)(iii)and the price and the terms and conditions upon which the Company proposes to issue the same. Each Investor Party shall be entitled to acquire, upon the Partnership shallterms applicable to such Purchase Rights, its Pro Rata Share of the Equity Securities proposed to be granted, issued or sold by the Company triggering the Purchase Rights. Each Investor Party shall have thirty (30) days from the giving of such notice to agree to purchase its Pro Rata Share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity Equity Securities to be purchased. If not all of the Series A Preemptive Rights Holders on terms and Investor Parties elect to purchase their Pro Rata Share of the Equity Securities subject to conditions determined by the General Partner Purchase Rights, then the Company shall promptly notify in writing the Investor Parties who have elected to be reasonable, which purchase their full Pro Rata Share of such Equity Securities and shall offer shall be made such Investor Parties the right to acquire such unsubscribed shares on a pro rata basis (based on Pro Rata basis Shares). The Investor Parties shall have fifteen (15) days after receipt of such that each Series A Preemptive Rights Holder shall be entitled notice to notify the Company of their election to purchase all or a portion thereof of such Series A Parity Securities equal the unsubscribed shares. If the Investor Parties have, in the aggregate elected to the quotient of (A) purchase more than the number of Series A Preferred Units held by unsubscribed shares being offered in such Series A Preemptive Rights Holder on notice, then the date of unsubscribed shares shall be allocated according to each Investor Party’s Pro Rata Share up to the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on unsubscribed shares set forth in the date notice to the Investor Parties. If the Investor Parties fail to exercise in full its Purchase Rights, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Notice of Issuance; providedpurchasers’ rights were not exercised, that the offer of such Series A Parity Securities shall not be on at a basis less price and upon terms and conditions no more favorable to the Series A Preemptive Rights Holders purchasers thereof than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written specified in the Company’s notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Investor Parties pursuant to this Section 5.11(b)(viii3.2. If the Company has not sold such Equity Securities within such ninety (90) in connection days, the Company shall not thereafter issue or sell any Equity Securities (other than Permitted Issuances) without first again complying with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 3.2.

Preemptive Rights. Prior (a) For so long as the Investor Beneficially Owns at least the Applicable Percentage of the issued and outstanding Company Common Stock (prior to giving effect to the applicable issuance of New Securities), if the Company proposes to issue any shares of the Company Common Stock (including issuances of the Company Common Stock pursuant to exchangeable or convertible securities of the Company or other securities exercisable for shares of the Company Common Stock (upon exercise or in accordance with the terms thereof), but excluding, for the avoidance of doubt, any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiin connection with the transactions contemplated by the Merger Agreement) (“New Securities”), the Partnership shallInvestor shall have the right to subscribe for or purchase up to such number of shares of the Company Common Stock that would allow the Investor to maintain Beneficial Ownership of the issued and outstanding shares of the Company Common Stock, by written notice after giving effect to the Series A issuance of the applicable New Securities, that is no less than the Investor’s Pre-Issuance Ownership Percentage (such shares, the “Preemptive Rights Holders Shares”); provided, however, that the Investor shall not have this subscription or purchase right to the extent that an issuance of the Preemptive Rights Shares to the Investor would require approval of the stockholders of the Company pursuant to Rule 312 of the New York Stock Exchange Listed Company Manual or any successor rule thereof (the “Notice of IssuanceNYSE Rule”) or ASX Listing Rule 7.1 or any successor rule thereof (the “ASX Rule”), if anyunless such stockholder approval is obtained. Notwithstanding the foregoing, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by extent the General Partner to be reasonableCompany issues securities, which offer other than Company Common Stock, that are exchangeable for, or convertible into, or otherwise exercisable for, shares of the Company Common Stock, the Investor shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall only be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to subscribe for or purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Shares pursuant to this Section 5.11(b)(viii) in connection with any securities issued 2.7 immediately prior to the owners time that the shares of another entity in connection Company Stock underlying such securities become issued, with such right subject to the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all actual issuance of the assets, or other reorganization whereby the Partnership acquires more than 50% applicable underlying shares of the voting power or assets of such entityCompany Common Stock.

Preemptive Rights. Prior (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Equity Securities of the Company to any issuance Person or (ii) any debt securities of Series A Parity Securities permitted under Section 5.11(b)(iii)the Company to any Member (collectively, the Partnership shall“Preemptive Securities”) unless, in each case, the Company shall have first offered to sell to each Common Holder and the holders of any Class F Preferred Membership Interests (each a “Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, at a price and on such other terms as shall have been specified by written notice the Company in writing delivered to the Series A each such Preemptive Rights Holders Holder (the “Notice of IssuancePreemptive Offer”), if any, offer to sell such Series A Parity Securities to which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least ten calendar days from the Series A Preemptive Rights Holders on terms and subject to conditions determined date it is delivered by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Company (the “Preemptive Rights Offer Period”). Each Preemptive Holder shall be entitled may elect to purchase a all or any portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date Holder’s Preemptive Share of the Notice of Issuance divided Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide delivering written notice of its intent such election to exercise its right the Company as soon as practical but in any event within the Preemptive Offer Period; provided that if the Company is issuing Equity Securities together as a unit with any debt securities or other Equity Securities, then any Preemptive Holder who elects to purchase Series A Parity the Preemptive Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued 12.3 must purchase the same proportionate mix of all of such securities. Notwithstanding anything to the owners contrary set forth in this Agreement, a Preemptive Holder may assign all or any portion of another entity in connection with its right to acquire Preemptive Securities to its direct or indirect equityholders, and upon any such assignment, each such equityholder shall be deemed a Preemptive Holder for the acquisition purposes of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 12.3.

Preemptive Rights. Prior (a) In the event that the Company should determine to (i) authorize and issue any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders its capital stock or other equity securities (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of other than securities issued (A) pursuant to the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date conversion of the Notice of Issuance divided by Series B Shares, (B) pursuant to the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date exercise of the Notice Warrants, (C) pursuant to the acquisition of Issuance; providedanother corporation by the Company or issued in connection with any merger, consolidation, combination, purchase of all or substantially all of the assets or other reorganization which has been approved by the Board of Directors of the Company and the Stockholders in accordance with the provisions of this Agreement, (D) pursuant to any rights or agreements, including without limitation convertible securities, provided that the offer rights established by this Section 14 apply with respect to the initial sale or grant by the Company of such Series A Parity Securities shall not be on a basis less favorable to rights or agreements (other than the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedrights or agreements described in clause (F) below), further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viiiE) in connection with any stock split, stock dividend or recapitalization of the Company, (F) to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement for the primary purpose of soliciting or retaining such employees, consultants, officers or directors services and which are outstanding on the date hereof or are hereafter approved by the Board of Directors and the Stockholders in accordance with the terms of this Agreement, and (G) in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of securities issued for the account of the Company and/or selling shareholders to the owners public) or (ii) to reissue any treasury shares previously acquired by the Company, then the Company shall notify each Stockholder holding Voting Shares and each Warrant holder of another entity such proposed offering and the price thereof, and for a period of 30 days after such notice, each such Stockholder and Warrant holder may purchase a pro rata (in connection accordance with the acquisition percentage of Voting Shares then held by such Stockholder and Warrant holder) amount of the shares being offered by delivery of the purchase price therefor to the Company. If any Stockholder or Warrant holder does not accept the offer to purchase all of his or its pro rata share of the shares being offered, the Company shall make one or more additional offers of the remainder of such entity by the Partnership by merger, consolidation, sale shares to Stockholders or exchange of securities, Warrant holders who have agreed to purchase of substantially all of the assets, shares previously offered. Such additional offer or other reorganization whereby the Partnership acquires more than 50% offers shall be made for a period of the voting power or assets 10 days to each of such entityStockholders and Warrant holders in the same ratio that the amount of shares which such Stockholder or Warrant holder has agreed to purchase bears to the total amount of shares which all Stockholders and Warrant holders to which such additional offer or offers are made have agreed to purchase. Any shares not so purchased may be sold by the Company to a third party who agrees to be bound by the terms of this Agreement and who shall become a Stockholder hereunder.

Preemptive Rights. Prior to If the Company offers or sells any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Capital Stock, any other SAFE, or any option, warrant, convertible note or other security convertible into or exercisable or exchangeable for any Capital Stock, the Partnership shall, by written notice Company shall simultaneously offer to the Series A Preemptive Rights Holders (Xxxx Xxxxx Network the “Notice of Issuance”), if any, offer right to sell such Series A Parity Securities to purchase the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Investor’s Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion Share of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuancesecurities; provided, however, that the offer of such Series A Parity Securities right shall not be apply to (a) Common Stock or options to acquire Common Stock issued by reason of a dividend on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) Common Stock or Common Stock issued in connection with any securities a stock split of outstanding Common Stock, (b) Common Stock or options to acquire Common Stock issued to employees or directors of, or consultants or advisors to, the owners Company or any of another entity its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the Company, (c) Capital Stock actually issued upon the exercise of options or the conversion or exchange of convertible securities if such options or convertible securities were exempt from the purchase rights set forth in this Section 5 upon their original issuance or such purchase rights were waived in writing by the Xxxx Xxxxx Network, (d) Common Stock or options to acquire Common Stock issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Company, and (e) Capital Stock or options to acquire Capital Stock issued pursuant to the acquisition of such entity another corporation by the Partnership Company by merger, consolidation, sale merger or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby provided that such issuances are approved by the Partnership acquires more than 50% Board of Directors of the voting power or assets Company. The Company shall provide to the Investor (i) no less than thirty (30) days advance written notice of any proposed offering of securities setting forth a true and accurate summary of the terms of the securities being offered, and (ii) no less than ten (10) business days prior to the closing of such entityoffering a true and accurate copy of the definitive legal documents that will be executed upon the consummation of such offering. The rights set forth in this Section 5 may be assigned to one or more individual members of the Xxxx Xxxxx Network. Upon the issuance of Standard Preferred Stock or Safe Preferred Stock, as applicable, the Company and the Xxxx Xxxxx Network shall enter into an agreement granting the Xxxx Xxxxx Network the rights set forth in this Section 5, unless the transaction documents related to the Equity Financing grant the Investor a right to purchase its pro rata share of securities sold or issued by the Company occurring after the Equity Financing and the right to transfer such preemptive rights to the Xxxx Xxxxx Network or any one or more individual members of the Xxxx Xxxxx Network, in which case the rights set forth in this Section 5 shall terminate with this Agreement.

Preemptive Rights. Prior Each Investor shall have preemptive rights with respect to any issuance future equity issuances by the JV Entities other than equity issuances (i) in connection with an employee stock option plan or other bona fide employment compensation arrangement that is approved by the Board of Series A Parity Securities permitted under Section 5.11(b)(iii)such JV Entity, (ii) as consideration in connection with a bona fide acquisition by the JV Entity or any of its Subsidiaries or (iii) pursuant to an IPO. Accordingly, prior to issuing any additional equity interests in the JV Entity to any Person, except as provided above, the Partnership shallJV Entity must give each Investor a notice (an “Issuance Notice”) of the JV Entity’s intention to make such issuance. The Issuance Notice shall describe the type of additional equity interests, and the price and terms upon which it proposes to issue such additional equity interests. Each Investor shall have fifteen (15) Business Days (the “Issuance Notice Window”) from the date of receipt of the Issuance Notice to agree to purchase up to its pro rata portion (based on each Party’s then Percentage Interest in such JV Entity) of such additional equity interests for the price and upon the terms specified in the Issuance Notice by giving written notice to the Series A Preemptive Rights Holders (JV Entity and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner additional equity interests elected to be reasonable, which offer purchased. Any issuance to an Investor pursuant to an exercise of its preemptive rights under this Section 2.4 shall be made on a Pro Rata basis such consummated within fifteen (15) Business Days following the Issuance Notice Window. In the event that each Series A Preemptive Rights Holder any Investor fails to exercise in full the preemptive rights set forth in this Section 2.4 within the Issuance Notice Window, the JV Entity shall have fifteen (15) Business Days thereafter to issue the additional interests not elected to be entitled to purchase a portion of such Series A Parity Securities equal to purchased under this Section 2.4 at the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less price and upon terms no more favorable to the Series A Preemptive Rights Holders purchasers than is offered to any purchaser thereof who is specified in the Issuance Notice. In the event that the JV Entity has not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities sold such additional equity interests within ten such subsequent fifteen (1015) Business Days Day period, the JV Entity shall not thereafter issue or sell any additional equity interests without first offering such additional equity interests in the manner provided in this Section 2.4. The obligations of the Notice JV Entities and the rights of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to Investors under this Section 5.11(b)(viii) in connection with any securities issued to the owners 2.4 shall terminate upon an IPO of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythat JV Entity.

Preemptive Rights. Prior (a) Subject to Section 6(b) below, if the Partnership or any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)its Subsidiaries proposes to issue any Equity Security, the Partnership shallwill (or will cause such Subsidiary to) offer to sell to each Partner holding Common Units a number of such securities (“Offered Units”) as is equal to such Partner’s pro rata share, based on the ratio of (i) the number of Common Units owned by such Partner divided by (ii) the total number of Common Units outstanding at such time; provided that for the purpose of calculating Offered Units with respect to any Management Partner, the “Partner Interests owned by such Partner” shall mean such Partner’s Vested Incentive Units held by such Partner at the time of such calculation. The Partnership shall give each Partner at least thirty (30) days prior written notice to of any proposed issuance, which notice shall disclose in reasonable detail the Series A Preemptive Rights Holders proposed terms and conditions of such issuance (the “Notice of IssuanceIssuance Notice”), if any, offer to sell such Series ; provided the issue price for any Class A Parity Securities Common Units issued as provided in this Section 6 prior to the Series first anniversary of the date of this Agreement will the same as the price per Unit at which Class A Preemptive Rights Holders Common Units are being issued pursuant to the Investor Securities Purchase Agreement on terms and subject to conditions determined by the General date of this Agreement (i.e., $1.00 per Class A Common Unit). Each Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall will be entitled to purchase a portion such securities at the same price and on the same terms (including, if more than one type of security is issued, the same proportionate mix of such Series A Parity Securities equal securities) as the securities are issued by delivery of irrevocable written notice (the “Election Notice”) to the quotient Partnership of such election within thirty (A30) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date days after receipt of the Issuance Notice (the “Preemptive Period”). If any Partner has elected to purchase any Offered Units, the sale of Issuance divided by such units shall be consummated as soon as practical (Bbut in any event within twenty (20) days, unless the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date Company abandons or withdraws its offering of the Offered Units) after the delivery of the Election Notice to the Partnership. To the extent the Partners do not elect to, or are not entitled to, purchase all of Issuance; providedthe Offered Units, that then the offer of Partnership or such Series A Parity Securities shall not be Subsidiary may issue the remaining Offered Units at a price and on a basis less terms no more favorable to the Series A transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Rights Holders than is offered Period. Notwithstanding anything in this Section 6 to any purchaser thereof who is the contrary, the Partnership shall not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived breached this Section 6 if, within 30 days following the issuance of any Equity Securities in contravention of this Section 6, the Partnership or the Subsidiary in question (as applicable) offers to sell the same type of such Equity Securities or the holder of such Equity Securities offers to sell all or the applicable portion of such additional Equity Securities in each case to each Partner so that, taking into account such previously issued securities and all rights any such additional securities, each Partner will have had the right to purchase such Series A Parity Securities or subscribe for securities in such transaction. Notwithstanding a manner consistent with the foregoing, allocation provided in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to initial sentence of this Section 5.11(b)(viii) in connection with any securities issued to the owners 6(a); provided that no merger or consolidation or sale of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale all or exchange of securities, purchase of substantially all of the assetsassets of, transfer of Equity Securities or other reorganization whereby issuance or sale of additional Equity Securities of the Partnership acquires more than 50% of or any Subsidiary may be approved or effected or any distribution under the voting power Partnership Agreement may be approved or assets occur prior to the consummation of such entitysubsequent offer.

Preemptive Rights. Prior The Company shall not issue or sell any new securities other than Pre-emption Exempt Securities (as defined below) without first complying with this Section 2. If the Company authorizes the issuance and sale of any equity securities other than Pre-emption Exempt Securities, or securities containing options or rights to acquire any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iiisuch equity securities (the “Offered Shares”), the Partnership shall, by written notice Company must first offer to sell to the Series A Preemptive Rights Holders holders of Preferred Shares (the “Notice of IssuanceRights Preferred Holders” and each, without distinction a “Rights Preferred Holder”), if any, offer to sell that portion of the Offered Shares (the number of such Series A Parity Securities Shares the “Preemptive Allotment” for each Rights Preferred Holder) equal to the Series A Preemptive Rights Holders on terms and subject to conditions quotient determined by dividing (A) the General Partner to be reasonablenumber of Fully-Diluted Shares held by such Rights Preferred Holder, which offer shall be made on a Pro Rata basis such that each Series A Preemptive by (B) the total number of Fully-Diluted Shares as of the date of the offering of the Offered Shares. Each Rights Preferred Holder shall be entitled to purchase such Rights Preferred Holder’s Preemptive Allotment at the most favorable price and on the most favorable terms as the Offered Shares are to be offered to any other Persons. The Company shall deliver to each Rights Preferred Holder a notice describing in reasonable detail the Offered Shares and rights and obligations appurtenant thereto, the per share purchase price thereof, the payment terms and such Stockholder’s Preemptive Allotment (each a “Notice of Preemptive Allotment”). In order to exercise its purchase rights under this Section 2, a Rights Preferred Holder must within fifteen (15) days after delivery of such notice from the Company respond with a notice to the Company setting forth (i) the Rights Preferred Holder’s election to purchase all or a portion of such Series A Parity Securities equal Rights Preferred Holder’s Preemptive Allotment, and (ii) a commitment, binding on such Rights Preferred Holder, to execute such subscription and other documents as the Company shall require of the other purchasers of Offered Shares and promptly deliver payment therefor. Any Rights Preferred Holder failing to timely deliver such notice to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder Company shall be deemed to have irrevocably declined to exercise and waived such Stockholder’s rights under this Section 2. Upon the expiration of such fifteen (15) day period, the Company shall be entitled for a period of two-hundred seventy (270) days after such expiration to sell any of the Offered Shares otherwise reserved for Rights Preferred Holders failing to timely exercise their rights under this Section 2 on terms and all conditions no more favorable to the purchasers thereof than those offered to the Rights Preferred Holders. The rights of the Rights Preferred Holders under this Section 2 will terminate upon the effectiveness of a registration statement filed by the Company with the SEC under the Securities Act with respect to purchase such Series A Parity Securities a Qualified Public Offering; provided that if the registration statement is withdrawn or abandoned before any Shares are sold thereunder, the provisions of this Section 2 will remain in such transactioneffect. Notwithstanding the foregoing, in no event the Company shall the Partnership not be obligated required to offer or sell Offered Shares to sell Series A Parity Securities any Rights Preferred Holder who (i) would cause the Company to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) be in connection with any violation of applicable federal securities issued to the owners of another entity in connection with the acquisition laws by virtue of such entity by offer or sale and (ii) is not an accredited investor within the Partnership by merger, consolidation, sale or exchange meaning of securities, purchase of substantially all of Regulation D under the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitySecurities Act.

Preemptive Rights. Prior (a) If, other than in connection with an acquisition or other business combination, in contemplation of an initial public offering of equity securities of the Company or in respect of issuances of Membership Units pursuant to any issuance Section 8.5 of Series A Parity Securities permitted under Section 5.11(b)(iii)this Agreement, the Partnership shallCompany proposes to issue, grant or sell Membership Units or any securities exchangeable or convertible into Membership Units in accordance with the provisions of this Agreement, the Company shall first give to the Members a notice setting forth in reasonable detail the price and other terms on which such Membership Units are proposed to be issued or sold, the terms of such Membership Units and the amount thereof proposed to be issued, granted or sold (without limiting the consent rights of any Member in connection therewith). The Members shall thereafter have the preemptive right, exercisable by written notice to the Series A Preemptive Rights Holders Company no later than twenty (20) days after the “Notice of Issuance”)Company's notice is given, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion the amount of such Series A Parity Securities equal to Membership Units set forth in such Member's notice (but in no event more than such Member's pro rata share thereof, as of the quotient date of (A) the number Company's --- ---- notice, based upon the ratio of Series A Preferred the Membership Units held by such Series A Preemptive Rights Holder on Member to the date aggregate of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Membership Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; providedCompany), that for the offer of such Series A Parity Securities shall not be on price and other terms set forth in the Company's notice. Any notice by a basis less favorable to Member exercising the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within Membership Units pursuant to this Article XIII shall constitute an irrevocable commitment to purchase from the Company the Membership Units specified in such notice, subject to the maximum set forth in the preceding sentence. If the Members fail to exercise their preemptive right to the full extent of their pro rata share, the Company shall provide notice thereof to the --- ---- exercising Members and an additional ten (10) Business Days days to subscribe for the remaining Membership Units subject to preemptive rights. If the Members exercise their preemptive right set forth in this Section 13.1 to the full extent of their pro rata share or for any other reason the Company shall not --- ---- issue, grant or sell Membership Units to Persons other than the Members then the closing of the Notice purchase shall take place on such date, no less than ten (10) and no more than thirty (30) days after the expiration of Issuancethe 20-day period referred to above, such Series A Preemptive Rights Holder shall be deemed to have waived any as the Company may select and all notify the Members at least seven (7) days prior thereto. If the Members do not exercise their preemptive rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoingfull extent of their pro rata shares, in no event and, as contemplated by Section --- ---- 13.1(b), the Company shall issue, grant or sell Membership Units to Persons other than the Partnership be obligated Members, then the closing of the issuance of Membership Units to offer to sell Series A Parity Securities to Members shall take place at the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to same time as the owners of another entity in connection with the acquisition closing of such entity by the Partnership by mergerissuance, consolidation, grant or sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityto non-Members.

Preemptive Rights. Prior 19.1 In the event that the Company determines to any issuance issue shares of Series A Parity Common Stock or other securities or instruments convertible into shares of Common Stock (“Equity Securities”), other than Excluded Securities permitted under Section 5.11(b)(iii(as defined below) (such Equity Securities excluding Excluded Securities, the “Proposed Securities”), the Partnership shall, by Company shall provide written notice (a “Preemptive Rights Notice”) thereof to the Series A Investors so long as the Investors (together with its controlled affiliates) beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants and the Prior Warrants) owned by the Investors or any controlled affiliate thereof are immediately exercisable) shares of Common Stock that satisfies the Ownership Threshold. The Preemptive Rights Holders Notice must be delivered to the Investors at least five (5) business days prior to the “Notice date of Issuance”)such issuance and shall set forth a summary of the material terms of such Proposed Securities, if any, offer to sell such Series A Parity including the amount of Proposed Securities to be issued, the Series A purchase price therefor and the date of issuance of such Proposed Securities. Each Investor shall have the right (a “Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled Right”) to purchase a portion (the “Pro Rata Portion”) of such Series A Parity the Proposed Securities equal to the quotient of (A) up to the number of Series A Preferred Units held Proposed Securities proposed to be issued multiplied by a fraction, the numerator of which the number of shares of Common Stock owned by such Series A Investor at the time of the Preemptive Rights Holder on Notice (assuming, for these purposes, the conversion or exercise of any securities of the Company that are convertible into or exercisable for shares of Common Stock, including the Warrants and the Prior Warrants), and the denominator of which is the number of shares of Common Stock that are issued and outstanding as of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, Notice. Each Investor that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent desires to exercise its right to purchase Series A Parity Securities Preemptive Rights hereunder must exercise such Preemptive Right within ten five (105) Business Days business days after receipt of the Notice of Issuance, such Series A Preemptive Rights Holder Notice from the Company, and any failure to exercise such Preemptive Right within such time period shall be deemed a waiver of the Preemptive Right in respect of the Proposed Securities referred to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A related Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityNotice.

Preemptive Rights. Prior (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Preemptive Securities (as defined below) of the Company to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person unless, in each case, the Partnership shallCompany shall have first offered to sell to each Common Holder and the holders of any Class F-2 Preferred Stock (each a “Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, at a price and on such other terms as shall have been specified by written notice the Company in writing delivered to the Series A each such Preemptive Rights Holders Holder (the “Notice of IssuancePreemptive Offer”), if any, offer to sell such Series A Parity Securities to which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least ten calendar days from the Series A Preemptive Rights Holders on terms and subject to conditions determined date it is delivered by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Company (the “Preemptive Rights Offer Period”). Each Preemptive Holder shall be entitled may elect to purchase a all or any portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date Holder’s Preemptive Share of the Notice of Issuance divided Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide delivering written notice of its intent such election to exercise its right the Company as soon as practical but in any event within the Preemptive Offer Period; provided that if the Company is issuing Preemptive Securities together as a unit with any other Securities, then any Preemptive Holder who elects to purchase Series A Parity the Preemptive Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued 10.3 must purchase the same proportionate mix of all of such securities. Notwithstanding anything to the owners contrary set forth in the Charter or these Bylaws, a Preemptive Holder may assign all or any portion of another entity in connection with its right to acquire Preemptive Securities to its direct or indirect equityholders, and upon any such assignment, each such equityholder shall be deemed a Preemptive Holder for the acquisition purposes of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 10.3.

Preemptive Rights. Prior (a) If the Company proposes to issue, grant or sell Common Stock or Rights, the Company shall first give to the Purchaser (so long as the Purchaser owns at least 500,000 Shares) and any issuance transferee of Series A Parity Securities permitted under Section 5.11(b)(iiiShares from the Purchaser then owning at least 500,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Partnership shallSecurities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each a "Securityholder") written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Series A Preemptive Rights Holders Company no later than twenty (20) days after the “Notice of Issuance”)Company's notice is given, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive shares of Common Stock or Rights Holder on set forth in the Securityholder's notice (but in no event more than the Securityholder's Proportionate Share (as defined below) thereof, as of the date of the Notice of Issuance divided by (B) Company's notice), at the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders price and on the date of other terms set forth in the Notice of Issuance; provided, that Company's notice. Any notice by a Securityholder exercising the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within shares of Common Stock or Rights pursuant to this Section 5.4 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.4(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (10) Business Days and no more than thirty (30) days after the expiration of the Notice 20-day period referred to above, as the Company may select, and the Company shall notify the Securityholders of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and closing at least seven (7) days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to the full extent of their Proportionate Share and, as contemplated by Section 5.4(b), the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase such Series A Parity Securities in such transaction. Notwithstanding of shares of Common Stock or Rights shall take place at the foregoing, in no event shall same time as the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition closing of such entity by the Partnership by mergerissuance, consolidation, sale grant or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitysale.

Preemptive Rights. Prior From time to time after the date hereof, the Company may issue additional shares of its capital stock (including Common Stock) or warrants or options exercisable, or securities convertible, into such capital stock (collectively, "Additional Stock"). Subject to the last Section of this Section 6, if the Company proposes to issue Additional Stock to any issuance Person, Holder shall have the right from and after the date hereof and until the expiration of Series A Parity Securities permitted under Section 5.11(b)(iiithe Exercise Period, to purchase up to such number of shares of the Additional Stock that bears the same ratio to the total number of shares of such Additional Stock as the number of shares of Common Stock then owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon the Partnership shall, by same price and terms of the Additional Stock proposed to be issued. The Company shall give written notice to Holder at least twenty (20) days prior to the Series A Preemptive Rights Holders (issuance of such Additional Stock specifying in reasonable detail the “Notice reason for the proposed issuance, the terms thereof and the identity of Issuance”)the proposed purchaser, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights . If Holder shall be entitled intends to purchase a portion of the Additional Stock, such Series A Parity Securities equal to Holder shall (within fifteen (15) days following such written notice from the quotient of (ACompany) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide deliver written notice of such intention to the Company. The failure of Holder to give such a notice within such time period of its intent to exercise its right intention to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder Additional Stock shall be deemed to have waived any and all rights be a waiver of Holder's right to purchase such Series A Parity Securities Additional Stock. The closing of the purchase of such Additional Stock shall be held at such time and place as the Company shall determine, but in such transactionany event not later than fifteen (15) days following the last date in which Holder shall have given notice of its intention to exercise its rights under this Section 6. Notwithstanding the foregoing, in no event Holder shall not have any such right to purchase Additional Stock if such Additional Stock is to be issued (i) to employees, officers or directors of the Partnership be obligated to offer to sell Series A Parity Securities Company to the Series A Preemptive Rights Holders pursuant extent approved by the Board, (ii) as payment of all or any part of the purchase price or merger consideration of any business or assets thereof acquired by the Company or any of its Subsidiaries, (iii) to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity lender in connection with the acquisition incurrence of such entity Indebtedness by the Partnership by merger, consolidation, sale Company or exchange any of securities, purchase of substantially all of the assetsits Subsidiaries, or (iv) upon the exercise of any option or other reorganization whereby the Partnership acquires more than 50% right described in any of the voting power or assets of such entityclauses (i) through (iii).

Preemptive Rights. Prior (a) Subject to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii3.2(b), in connection with any proposed issuance or sale by the Partnership shallCompany of any shares of Common Stock, by written notice to or any securities exercisable for or convertible into shares of Common Stock, the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall offer to sell to Investor a pro rata portion of such Series A Parity Securities securities equal to the Series A Preemptive Rights Holders on terms and subject to conditions percentage determined by dividing (x) the General Partner to be reasonable, which offer shall be made sum of (i) the number of shares of Common Stock then held by Investor plus (ii) the number of shares of Common Stock then issuable upon exercise (on a Pro Rata basis such that each Series A Preemptive Rights Holder cash basis) of the Closing Warrant by (y) the number of shares of Common Stock then outstanding on a fully diluted basis. Investor shall be entitled to purchase a portion all or part of such Series A Parity Securities equal to securities at the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder same price and on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of same terms as such Series A Parity Securities shall not securities are to be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to other Persons. The Company shall provide written notice to Investor at least ten (10) Business Days prior to the consummation of its intent any sale of securities to which the rights granted under this Section 3.2 apply (a “Sale Notice”), which Sale Notice shall describe in reasonable detail the securities being offered (including, without limitation, the amount of such securities being offered), the purchase price payable therefor, the payment terms thereof, Investor’s pro rata portion thereof, and any other materials with respect to such securities and the offering thereof. Investor shall be entitled to exercise its right to preemptive rights and purchase Series A Parity Securities securities under and in accordance with this Section 3.2 at any time within ten (10) Business Days after its receipt of the Sale Notice from the Company by delivering written notice thereof to the Company. Upon the expiration of Issuancesuch ten (10) Business Day period, such Series A Preemptive Rights Holder the Company shall be deemed free to have waived any and all rights sell such securities which Investor has not elected to purchase during the ninety (90) day period following such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in expiration on terms and conditions no event shall the Partnership be obligated to offer to sell Series A Parity Securities more favorable to the Series A Preemptive Rights Holders purchasers thereof than those offered to Investor pursuant to the Sale Notice. Any securities offered or sold by the Company after such ninety (90) day period must be reoffered to Investor pursuant to the terms of this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity3.2.

Preemptive Rights. Prior If the Company authorizes the issuance or sale of any Interests (except for issuances on or prior to any issuance the date of Series A Parity Securities permitted under Section 5.11(b)(iiithe Original Operating Agreement and except for issuances on or before November 3, 2009 if LAKES OHIO DEVELOPMENT LLC is offered at least 10% of the total Interests issued), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Company shall first offer in writing (the “Notice of IssuancePreemptive Rights Notice”), if any, offer ) to sell to LAKES OHIO DEVELOPMENT LLC or the successor to its Interests 10% of such Series A Parity Securities Interests. LAKES OHIO DEVELOPMENT LLC or the successor to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder its Interests shall be entitled to purchase a portion up to 10% of such Series A Parity Securities equal Interests being issued or sold by notifying the Company in writing within three business days after the delivery of the Preemptive Rights Notice. The closing of such purchase shall take place on the first closing date of the same Interests offered to others. LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be entitled to purchase such Interests at the most favorable price and on the most favorable terms that such Interests are to be offered in such transaction: provided that notwithstanding the foregoing, in the event that the Company is issuing more than one type or class of Interests in connection with such issuance, LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be required to acquire all such types and classes of Interests in the same form as they are being offered to others. Such Interests specified in the Preemptive Rights Notice that are not purchased by LAKES OHIO DEVELOPMENT LLC or the successor to its Interests pursuant to the quotient terms of this Section 2.7 may be issued and sold by the Company (A) on terms no less favorable to the number of Series A Preferred Units held by Company than the terms offered in such Series A Preemptive Rights Holder on Notice) within 90 days of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of Notice. Any Units not issued within such Series A Parity Securities shall not 90-day period will be on a basis less favorable subject to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice provisions of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity2.7 upon subsequent issuance.

Preemptive Rights. Prior From time to time after the date hereof, the Company may issue additional shares of its capital stock (including Common Stock) or warrants or options exercisable, or securities convertible, into such capital stock (collectively, “Additional Stock”). Subject to the last Section of this Section 6, if the Company proposes to issue Additional Stock to any issuance Person, Holder shall have the right from and after the date hereof and until the expiration of Series A Parity Securities permitted under Section 5.11(b)(iiithe Exercise Period, to purchase up to such number of shares of the Additional Stock that bears the same ratio to the total number of shares of such Additional Stock as the number of shares of Common Stock then owned by Holder (as determined on a Fully-Diluted Basis) bears to the aggregate number of shares of Common Stock (as determined on a Fully-Diluted Basis), upon the Partnership shall, by same price and terms of the Additional Stock proposed to be issued. The Company shall give written notice to Holder at least twenty (20) days prior to the Series A Preemptive Rights Holders (issuance of such Additional Stock specifying in reasonable detail the “Notice reason for the proposed issuance, the terms thereof and the identity of Issuance”)the proposed purchaser, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights . If Holder shall be entitled intends to purchase a portion of the Additional Stock, such Series A Parity Securities equal to Holder shall (within fifteen (15) days following such written notice from the quotient of (ACompany) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide deliver written notice of such intention to the Company. The failure of Holder to give such a notice within such time period of its intent to exercise its right intention to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder Additional Stock shall be deemed to have waived any and all rights be a waiver of Holder’s right to purchase such Series A Parity Securities Additional Stock. The closing of the purchase of such Additional Stock shall be held at such time and place as the Company shall determine, but in such transactionany event not later than fifteen (15) days following the last date in which Holder shall have given notice of its intention to exercise its rights under this Section 6. Notwithstanding the foregoing, in no event Holder shall not have any such right to purchase Additional Stock if such Additional Stock is to be issued (i) to employees, officers or directors of the Partnership be obligated to offer to sell Series A Parity Securities Company to the Series A Preemptive Rights Holders pursuant extent approved by the Board, (ii) as payment of all or any part of the purchase price or merger consideration of any business or assets thereof acquired by the Company or any of its Subsidiaries, (iii) to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity lender in connection with the acquisition incurrence of such entity Indebtedness by the Partnership by merger, consolidation, sale Company or exchange any of securities, purchase of substantially all of the assetsits Subsidiaries, or (iv) upon the exercise of any option or other reorganization whereby the Partnership acquires more than 50% right described in any of the voting power or assets of such entityclauses (i) through (iii).

Preemptive Rights. Prior The Partnership and its Subsidiaries shall not issue (an “Issuance”) debt interests (other than the Senior Credit Debt and other senior Indebtedness that is secured by the assets of and/or the equity interests of the Partnership) or equity interests in the Partnership or its Subsidiaries (including the Subsidiary REIT), other than (a) the issuance of Partnership Interests to the Partners or pursuant to a transfer of Partnership Interests, in each case, that is permitted pursuant to this Agreement (including Article 5), (b) the issuance of Subsidiary REIT Units to the Partnership and the issuance of the Subsidiary REIT Preferred Units, (c) any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), ownership interests in a Subsidiary so long as all of the ownership interests in such Subsidiary remain directly or indirectly wholly owned (other than the Subsidiary REIT Preferred Units) by the Partnership shallfollowing such issuance or (d) the incurrence of Indebtedness under a credit facility otherwise permitted pursuant to this Agreement, by written notice to any Person with designations, preferences or relative, economic, participating, optional or other special rights, powers or duties that are preferential to the Series A Preemptive Rights Holders Preferred Interests, without offering to the Preferred Partners the opportunity to purchase any such debt or equity interests. The General Partner shall notify each Preferred Partner in writing of the proposed Issuance (the “Notice Issuance Notice”) and grant to each such Preferred Partner the right (the “Preemptive Rights”) to subscribe for and purchase its pro rata share, based on the Preferred Partners’ relative Percentage Interests, of Issuance”), if any, offer the preferential debt or equity interests to sell such Series A Parity Securities to be issued in the Series A Preemptive Rights Holders on proposed Issuance at the same price and upon the same terms and subject conditions to conditions determined by be issued in the proposed Issuance. In order to exercise the preemptive rights granted to it pursuant to this Section 5.5, a Preferred Partner must deliver notice of its election to purchase such preferential debt or equity interests to the General Partner within fifteen (15) Business Days of receipt of the Issuance Notice. A failure to be reasonable, which offer shall be made on deliver such notice by a Pro Rata basis Preferred Partner will constitute a waiver by such Preferred Partner of its preemptive rights under this Section 5.5 with respect to the applicable Issuance. To the extent that each Series A all of the Preferred Partners do not elect to exercise their Preemptive Rights Holder pursuant to the preceding sentences of this Section 5.5, the remainder of the debt or equity interests subject to the Issuance will be re-offered to the Preferred Partners who elected to exercise their Preemptive Rights within five (5) days of the expiration of the period to deliver notice of an election, and such Preferred Partners shall be entitled have the right to purchase all or a portion of such Series A Parity Securities equal remainder (based on the amount of such remainder offered relative to the quotient of (Aother such electing Preferred Partners) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days after receipt of such re-offer. For the Notice avoidance of Issuancedoubt, such Series A the Common Partners shall not have Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to accordance with this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity5.5.

Preemptive Rights. Prior (a) If the Company proposes to issue any issuance shares of Series A Parity Company Common Stock (including issuances of shares of Company Common Stock pursuant to exchangeable or convertible securities of the Company or other securities exercisable for shares of Company Common Stock (upon exercise or in accordance with the terms thereof)) or any other Company Securities permitted under Section 5.11(b)(iiicarrying voting rights that are entitled to vote together with Company Common Stock (collectively, “New Securities”), the Partnership shallTrustee shall have the right to purchase, by written notice and J&A Alliance Trust shall have the right to acquire, up to such number of shares of Company Common Stock that would allow J&A Alliance Trust to maintain Beneficial Ownership of the issued and outstanding shares of Company Common Stock, after giving effect to the Series A issuance of the applicable New Securities, that is no less than J&A Alliance Trust’s Pre-Issuance Ownership Percentage (such shares, the “Preemptive Rights Holders Shares”); provided, however, that (subject to Section 2.5(g), below) the Trustee shall not have this purchase right, and J&A Alliance Trust shall not have this acquisition right, to the extent that an issuance of the Preemptive Rights Shares to J&A Alliance Trust would require approval of the shareholders of the Company pursuant to Rule 312 of the New York Stock Exchange Listed Company Manual or any successor rule thereof (the “Notice of IssuanceNYSE Rule”), if anyunless such shareholder approval is obtained. Notwithstanding the foregoing, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by extent the General Partner to be reasonableCompany issues securities, which offer other than Company Common Stock, that are exchangeable for, or convertible into, or otherwise exercisable for, shares of Company Common Stock, the Trustee shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall only be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Shares pursuant to this Section 5.11(b)(viii) in connection with any securities issued to 2.5 concurrently with, or as promptly as practicable following, the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all issuance of the assets, or other reorganization whereby the Partnership acquires more than 50% shares of the voting power or assets of Company Common Stock underlying such entitysecurities.

Preemptive Rights. Prior The Company shall, prior to the sale of any issuance equity securities, other than as one or more of the Excluded Issuances, offer to each Major Unitholder (except for Series A Parity Securities permitted under Section 5.11(b)(iiiA-2 Preferred Unitholders) by written notice (the “Initial Offer”) the right, for a period of fifteen (15) days (the “Initial Offer Period”), to purchase at an amount equal to the Partnership shallprice for which such securities are to be issued, any or all of that number of such securities as shall be equal to the aggregate offered securities multiplied by a fraction, the numerator of which is the number of units then owned by such Major Unitholder (except for Series A-2 Preferred Unitholders) and the denominator of which is the aggregate number of Units then outstanding determined on a fully-diluted basis. The Initial Offer shall describe the securities proposed to be issued by the Company and shall specify the number, price and payment terms. Each Major Unitholder (except for Series A-2 Preferred Unitsholders) may accept the Initial Offer as to the full number of securities available to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the Initial Offer Period, in which event the Company shall sell and each such Major Unitholder (except for Series A Preemptive Rights Holders A-2 Preferred Unitholders) shall purchase, upon the specified terms, that number of securities agreed to be purchased by the Major Unitholder (the “Notice of Issuance”except for Series A-2 Preferred Unitholders), if any, offer at such time that the Company sells the securities described in the Initial Offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer a third party. The Company shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled free at any time prior to purchase a portion of such Series A Parity Securities equal to the quotient of One Hundred and Twenty (A120) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on days after the date of the Notice of Issuance divided by (B) Initial Offer, to sell to any third party the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer remainder of such Series A Parity Securities shall not be securities at a price and on a basis payment terms no less favorable to the Series A Preemptive Rights Holders Company than is offered to any purchaser thereof who those specified in the Initial Offer. However, if such third party sale is not a Series A Preemptive Rights Holder; providedconsummated within such One Hundred and Twenty (120) day period, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities the Company shall not sell such securities as shall not have been purchased within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all period without again complying with this Section 3.07. The preemptive rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders granted pursuant to this Section 5.11(b)(viii) in connection with any securities issued 3.07 shall not apply to the owners and shall terminate and be of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all no further force and effect upon a Sale of the assets, Company or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityan IPO.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice Subject to the Series A Preemptive Rights Holders (provisions of Section 16(a) hereof, in the “Notice event that, prior to the occurrence of Issuance”)a Qualified Public Offering, if any, offer RHH seeks to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms shares of Capital Stock (consisting of one share of Preferred Stock and subject to conditions determined by the General Partner to be reasonableone share of Common Stock as a “Unit”) in a private or similar non-public placement, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder Shareholder shall be entitled to purchase a portion acquire, at the proposed offering price of such Series A Parity Securities Units, that number of Units equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held proposed to be so offered multiplied by a fraction, the numerator of which shall be the number of shares of Capital Stock (both Common and Preferred) owned by each respective Shareholder and, without duplication, their Permitted Transferees and the denominator of which shall be the aggregate number of shares of Capital Stock (both Common and Preferred) owned by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; providedShareholders and, that the offer without duplication, their Permitted Transferees. In connection with any proposed issuance of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to Units, RHH will give prior notice as soon as possible, but in any purchaser thereof who is not a Series A Preemptive Rights Holder; providedevent at least fifteen (15) days prior written notice, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent intention to exercise its right effect such issuance to purchase Series A Parity Securities each Shareholder, specifying in such notice the number of Units to be sold, and the proposed offering price per Unit. Each Shareholder shall have the right, exercisable within ten (10) Business Days days after receipt of such notice, to elect to purchase up to the Notice maximum number of IssuanceUnits to which such Shareholder is entitled to acquire hereunder with such purchase being effected by such Shareholder’s payment to RHH, on or before the 20th day after such Series A Preemptive Rights Holder notice, by wire transfer of immediately available funds, an amount equal to the number of Units to be purchased by such Shareholder, multiplied by the offering price per Unit, against delivery of certificates evidencing the number of shares of Preferred Stock and Common Stock so acquired, which will be issued in the name of such Shareholder. To the extent any Units proposed to be sold in such private placement shall not have been subscribed to by an existing Shareholder, RHH shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer free thereafter to sell Series A Parity Securities such Units by way of a private placement, or similar offering, at an offering price per Unit not less than that set forth in the notice to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to Shareholders. Until the owners occurrence of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assetsa Qualified Public Offering, or other reorganization whereby until the Partnership acquires more than 50% redemption of the voting power or assets all shares of such entityPreferred Stock, RHH shall only issue shares of its Capital Stock in Units.

Preemptive Rights. Prior At any time that the Company proposes to sell Interests to any issuance of Series Person other than Class A Parity Securities permitted under Units issued in accordance with Section 5.11(b)(iii)4.1 or Section 4.7, the Partnership shalleach Member other than a Defaulting Member (each, by written notice to the Series A a “Preemptive Rights Holders (Member”) shall have the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its preemptive right to purchase Series its Class A Parity Securities within Sharing Percentage share of the Interests. Any participation pursuant to this Section 4.4 shall be on the same terms and conditions as applied to all offerees in the respective offering. In the event of a proposed transaction or transactions giving rise to preemptive rights of Preemptive Rights Members, the Company shall provide notice (“Preemptive Right Notice”) to the Preemptive Rights Members, which Preemptive Rights Notice shall contain the price at which the Interests will be offered and the other material terms of the offering and such Interests, no later than ten (10) Business Days prior to the expected consummation of such transaction or transactions. Each Preemptive Rights Member shall provide notice of its election to exercise its preemptive rights within five (5) Business Days after delivery of the Preemptive Right Notice of Issuance, such Series A from the Company (each Preemptive Rights Holder Member electing to exercise its preemptive right in such instances is referred to as an “Electing Party”). The failure of a Preemptive Rights Member to respond to the Preemptive Right Notice and affirmatively exercise its preemptive right in accordance with the terms of this Agreement shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding as an election of the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant Member not to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity exercise its preemptive right in connection with the acquisition proposed transaction. If a Preemptive Rights Member shall elect not to exercise its respective preemptive right or fails to timely exercise, the Electing Parties who timely exercise shall have the right to purchase the Interests (a “Subsequent Purchase”) as to which no such right was exercised (based on the ratio that the Class A Sharing Percentage of each Electing Party desiring to purchase the additional Interests bears to the sum of the Class A Sharing Percentages of all Electing Parties desiring to purchase the additional Interests) insofar as more than one such Electing Party desires to so purchase additional Interests. In the event of a situation described in the preceding sentence in which a Preemptive Rights Member does not exercise its preemptive right, the Company shall provide notice (the “Subsequent Notice”) of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all fact within three (3) Business Days following expiration of the assets, or other reorganization whereby deadline for submission of notices concerning such elections from the Partnership acquires more than 50% parties possessing preemptive rights. Each Electing Party that desires to purchase the additional Interests shall respond to the Subsequent Notice by sending a response notice with respect thereto within three (3) Business Days after delivery of the voting power Subsequent Notice. The failure of an Electing Party to respond to a Subsequent Notice and affirmatively exercise its preemptive right in accordance with the terms of this Agreement shall be deemed an election not to exercise its preemptive right in connection with the Subsequent Purchase. If the number of Interests proposed to be offered as described in the Preemptive Rights Notice exceeds the sum of the Interests for which the Preemptive Rights Members timely elected to exercise their preemptive rights (including with respect to any Subsequent Notice), the Company may offer and issue such excess Interests or assets any portion thereof (at a price and on other terms and conditions not more favorable to any proposed offeree or purchaser of such entityInterests than those set forth in the Preemptive Rights Notice) to any purchaser of such Interests within one-hundred-twenty (120) days after the date the Preemptive Rights Notice (or, if applicable, the Subsequent Notice) was delivered. If such issuance is not made within such one-hundred twenty (120) day period, the Company shall not thereafter issue or sell any of such Interests without first re-offering such securities in the manner provided above; provided, that if such issuance or sale is subject to regulatory approval, such one-hundred-twenty (120) day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been received, but in no event later than one-hundred-eighty (180) days from the date the Preemptive Rights Notice (or, if applicable, the Subsequent Notice) was delivered.

Preemptive Rights. Prior (a) If the Corporation proposes to issue or sell any issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii)after the date hereof, the Partnership shall, by written notice to the Series A Corporation shall notify in writing each Preferred Stockholder (each a “Preemptive Rights Holders Right Holder”) of such proposed transaction (the “Notice of IssuancePreemptive Right Notice”). The Preemptive Right Notice shall describe the proposed issuance or sale, if any, identify the proposed buyer and contain an offer to sell such Series A Parity Securities to each Preemptive Right Holder, at the same price and for the same consideration (subject to the Series A Preemptive Rights Holders on terms and subject last sentence of this paragraph) to conditions determined be paid by the General Partner proposed buyer, additional New Securities of the same class and type being offered to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities the proposed buyer in an amount equal to the quotient of product obtained by multiplying (Ai) the number of Series A New Securities being offered to the proposed buyer by (ii) a fraction, (x) the numerator of which is the number of shares of Preferred Units Stock and Conversion Common Shares held by such Series Preemptive Right Holder (calculated on a Fully-Diluted Basis) and (y) the denominator of which is the total number of shares of Preferred Stock and Conversion Common Shares then outstanding (on a Fully-Diluted Basis). If the purchase price for the New Securities to be paid by the proposed buyer is in some form other than cash, then a Preemptive Right Holder may pay for the additional New Securities it is entitled to purchase hereunder in cash (with the fair market value of any non-cash consideration to be paid by such buyer to be determined in good faith by the Board). A Preemptive Rights Right Holder on shall have fifteen (15) days from the date receipt of a Preemptive Right Notice (the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A “Preemptive Rights Holders on the date of the Notice of Issuance; provided, that Period”) to accept the offer contained in such Preemptive Right Notice, and any purchase of such Series A Parity New Securities shall not be on by a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Right Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners made within 30 days of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all receipt of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of Preemptive Right Notice by such entityPreemptive Right Holder.

Preemptive Rights. Prior to any issuance From after the Closing Date of Series A Parity Securities permitted under Section 5.11(b)(iiithis Agreement until the Preemptive Rights Termination Date (as defined below), in the Partnership shallevent Purchaser wishes at any time to offer and sell any equity rights in Purchaser (including warrants, by debt or other rights convertible into equity of Purchaser) in connection with any financing transaction (other than in connection with a Change of Control as defined in Section 5.7(b) above) (a “Preemptive Event”), Purchaser shall deliver written notice to the Series A Seller (or those persons that have received Purchaser Stock directly from Seller as permitted by Section 5.8(a) (in either event, a “Seller Shareholder”)) (a “Preemptive Rights Holders (the “Notice of IssuanceNotice”), if any, offer to sell such Series A Parity Securities which Preemptive Notice shall be delivered on or before ten (10) business days prior to the Series A anticipated closing of the Preemptive Rights Holders on Event, and shall set forth the terms and subject to conditions determined by the General Partner to be reasonableof such proposed financing; provided, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder however, no Seller Shareholder shall be entitled to purchase receive a portion of Preemptive Notice unless such Series A Parity Securities Seller Shareholder beneficially owns Purchaser Stock equal to at least 4.0% of the quotient issued and outstanding shares of (A) the number common stock of Series A Preferred Units held by such Series A Preemptive Rights Holder Purchaser on the date of the Preemptive Event. A Seller Shareholder entitled to a Preemptive Notice of Issuance divided by (B) shall have the aggregate right to subscribe for and purchase a number of Series A Preferred Units held such shares of common stock determined by all Series A Preemptive Rights Holders on multiplying the total number of shares offered in the financing by a fraction, the numerator of which shall be the number of shares of Purchaser Stock, as adjusted by any stock splits, recapitalization, or other similar adjustments, and the denominator of which shall be the total number of shares of common stock of Purchaser issued and outstanding as of the date of such Preemptive Notice (the Notice of Issuance; provided, that “Purchaser Allocation”). Such right shall be exercised by the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Seller Shareholder by giving written notice of its intent acceptance to exercise its right to purchase Series A Parity Securities the Purchaser within ten the later of (10i) Business Days five (5) business days after the receipt of the Preemptive Notice from the Purchaser (ii) or five (5) business days prior the expected closing date of Issuancethe Preemptive Event. In the event the Seller Shareholder exercises such right it shall subscribe, purchase and pay for such Series A Purchaser Allocation of common stock on the terms and conditions set forth in the Preemptive Notice, on the purchase date set forth in the Preemptive Notice. For purposes of this Section 5.7, the Preemptive Rights Holder Termination Date shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in date that no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50Seller Shareholder owns at least 4% of the voting power of the issued and outstanding shares of common stock of Purchaser or assets of such entityfour (4) years, whichever comes first.

Preemptive Rights. Prior (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange any Units or other Equity Securities of the Company to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person (collectively, the Partnership shall“Preemptive Securities”) unless, in each case, the Company shall have first offered to sell to each holder of Interests (each a “Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, at a price and on such other terms as shall have been specified by written notice the Company in writing delivered to the Series A each such Preemptive Rights Holders Holder (the “Notice of IssuancePreemptive Offer”), if any, offer to sell such Series A Parity Securities to which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least thirty (30) calendar days from the Series A Preemptive Rights Holders on terms and subject to conditions determined date it is delivered by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Company (the “Preemptive Rights Offer Period”). Each Preemptive Holder shall be entitled may elect to purchase a all or any portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date Holder’s Preemptive Share of the Notice of Issuance divided Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide delivering written notice of its intent such election to exercise its right the Company as soon as practical but in any event within the Preemptive Offer Period; provided that if the Company is issuing Equity Securities together as a unit with any debt securities or other Equity Securities, then any Preemptive Holder who elects to purchase Series A Parity the Preemptive Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to 9.9 must purchase the owners same proportionate mix of another entity in connection with the acquisition all of such entity by securities; provided further that if the Partnership by mergerCompany is issuing securities that would entitle the holder thereof to vote, consolidation, sale or exchange of then a Preemptive Holder may elect not to have any voting rights with respect to such securities, purchase of substantially all of the assetsand if such election is made, or other reorganization whereby the Partnership acquires more than 50% of the such Preemptive Holder shall not have any voting power or assets of rights with respect to such entitysecurities.

Preemptive Rights. Prior 19.1 In the event that the Company determines to any issuance issue shares of Series A Parity Common Stock or other securities or instruments convertible into shares of Common Stock (“Equity Securities”), other than Excluded Securities permitted under Section 5.11(b)(iii(as defined below) (such Equity Securities excluding Excluded Securities, the “Proposed Securities”), the Partnership shall, by Company shall provide written notice (a “Preemptive Rights Notice”) thereof to the Series A Investors so long as the Investors (together with its controlled affiliates) beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants) owned by the Investors or any controlled affiliate thereof are immediately exercisable) shares of Common Stock that satisfies the Ownership Threshold. The Preemptive Rights Holders Notice must be delivered to the Investors at least five (5) business days prior to the “Notice date of Issuance”)such issuance and shall set forth a summary of the material terms of such Proposed Securities, if any, offer to sell such Series A Parity including the amount of Proposed Securities to be issued, the Series A purchase price therefor and the date of issuance of such Proposed Securities. Each Investor shall have the right (a “Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled Right”) to purchase a portion (the “Pro Rata Portion”) of such Series A Parity the Proposed Securities equal to the quotient of (A) up to the number of Series A Preferred Units held Proposed Securities proposed to be issued multiplied by a fraction, the numerator of which the number of shares of Common Stock owned by such Series A Investor at the time of the Preemptive Rights Holder on Notice (assuming, for these purposes, the conversion or exercise of any securities of the Company that are convertible into or exercisable for shares of Common Stock, including the Warrants), and the denominator of which is the number of shares of Common Stock that are issued and outstanding as of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, Notice. Each Investor that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent desires to exercise its right to purchase Series A Parity Securities Preemptive Rights hereunder must exercise such Preemptive Right within ten five (105) Business Days business days after receipt of the Notice of Issuance, such Series A Preemptive Rights Holder Notice from the Company, and any failure to exercise such Preemptive Right within such time period shall be deemed a waiver of the Preemptive Right in respect of the Proposed Securities referred to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A related Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityNotice.

Preemptive Rights. Prior The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii(in a single transaction or a series of related transactions), the Partnership shallCompany shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the Series A maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Rights Holders on terms and subject to conditions determined by Right Notice Period, then such Member shall forfeit the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled right hereunder to purchase a portion its Preemptive Right Share of such Series A Parity New Securities equal to and the quotient of (A) Company will allocate the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity New Securities to any other Member that indicated it would purchase New Securities in such transactionexcess of its Preemptive Right Share based on their relative Preemptive Right Shares. Notwithstanding Subject to obtaining the foregoingrequisite authorization, in no event shall approval or consent of any Governmental Body, the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders closing of any purchase by any Member pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection 7.1 shall be consummated concurrently with the acquisition consummation of such entity the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Partnership by mergerCompany may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityMember shall be a Defaulting Member.

Preemptive Rights. Prior (a) Subject to Section 8.2, immediately after AT&T Wireless issues any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Equity Shares (collectively, the Partnership shall"Additional Securities") (other than to a wholly owned Subsidiary of AT&T Wireless and exclusive of any Equity Shares issued upon exercise of the Warrants) or, in the case of an Acquisition Issuance, immediately after public announcement of the transaction giving rise to such Acquisition Issuance, AT&T Wireless shall notify DoCoMo by written notice to of such issuance or transaction (which notice shall specify the Series A Preemptive Rights Holders (issuance price, except in the “Notice case of an Acquisition Issuance”), if any, for, and the terms and conditions of, such Additional Securities, including whether or not any purchaser of such Additional Securities will have registration rights with respect to such Additional Securities) and shall offer to sell to DoCoMo and/or its designated wholly owned Subsidiaries such Series A Parity Additional Securities to as may be designated by DoCoMo upon the Series A Preemptive Rights Holders on terms and subject conditions set forth in the notice and at the Purchase Price as provided in Section 8.1(e); provided that, with respect to conditions determined by the General Partner any issuances of Additional Securities pursuant to employee, officer or director benefit plans or arrangements ("Employee Benefit Plans"), such notice and offer shall only be reasonable, which offer required within 10 Business Days of each March 31 and September 30 and shall be made in respect of all such issuances made during the six month period ending on such March 31 or September 30. DoCoMo's right to purchase Additional Securities in accordance with Sections 8.1(c) and (d) and this Article VIII are referred to herein as "Preemptive Rights." The foregoing notwithstanding, DoCoMo shall have no preemptive right to acquire Additional Securities that (x) are issued to holders of AT&T Wireless Common Stock on a Pro Rata pro rata basis (whether in the form of a dividend distribution or otherwise), (y) are issued or sold in respect of the exercise of any purchase or similar right where such that each Series A right was originally offered or distributed to holders of AT&T Wireless Common Stock on a pro rata basis or (z) are issued or sold upon the exercise of rights under AT&T Wireless's preferred share purchase rights plan or any successor plan thereto. The Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedtriggered by issuances of securities upon exchange or conversion of previously outstanding securities (including, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuancewithout limitation, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) issuances in connection with any securities issued to the owners of another entity rights plan but not including issuances in connection with the acquisition exercise of such entity options or other rights granted to employees, officers, directors or consultants of AT&T Wireless) or by pro rata distributions to shareholders (including without limitation stock dividends and stock splits); provided that DoCoMo may exercise its Preemptive Rights hereunder upon the Partnership by mergerconversion of convertible securities that become outstanding after the Closing and that, consolidation, sale or exchange of securities, purchase of substantially all because of the assets, or other reorganization whereby the Partnership acquires more than 50% nature of the voting power or assets security, the number of shares of common stock into which such entitysecurity is convertible was not calculable and therefore DoCoMo could not exercise its Preemptive Rights with respect thereto.

Preemptive Rights. Prior (1) In case the Company proposes at any time to issue or sell any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iiiequity securities of the Company (or securities convertible or exchangeable for equity securities of the Company) issued by the Company after the date hereof (collectively, the "Company Offered Securities"), the Partnership Company shall, by written notice no later than twenty (20) days prior to the Series A consummation of such transaction (a "Preemptive Rights Holders Transaction"), give notice in writing (the “"Preemptive Rights Offer Notice") to Xxxxxxxx, the Other Stockholders and their respective Permitted Transferees of such Preemptive Rights Transaction. The Preemptive Rights Offer Notice of Issuance”)shall describe the proposed Preemptive Rights Transaction, if anyidentify the proposed purchaser or purchasers, and contain an offer (the "Preemptive Rights Offer") to sell Xxxxxxxx, the Other Stockholders and their respective Permitted Transferees, at the same price and for the same consideration to be paid by the proposed purchaser (provided, that, in the event any of such Series A Parity Securities consideration is non-cash consideration, at the election of Xxxxxxxx, the Other Stockholders or their respective Permitted Transferees to whom the Series A Preemptive Rights Holders on terms Offer is made, Xxxxxxxx, the Other Stockholders and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities their respective Permitted Transferees may pay cash equal to the quotient value of such non-cash consideration), all or any part of Xxxxxxxx', the Other Stockholders' and their respective Permitted Transferees' pro rata portion of the Company Offered Securities (A) which shall be a fraction of the Company Offered Securities determined by dividing the number of Series A Preferred Units held shares of outstanding Voting Stock owned by Xxxxxxxx, the Other Stockholders or such Series A of their Permitted Transferees, as the case may be, by the total number of outstanding shares of Voting Stock). If Xxxxxxxx, the Other Stockholders or their respective Permitted Transferees to whom a Preemptive Rights Holder Offer is made fail to accept (each a "Non-Responding Holder") in writing the Preemptive Rights Offer by the fifteenth (15th) day after the Company's delivery of the Preemptive Rights Offer Notice, such Non-Responding Holders shall have no further rights with respect to the proposed Preemptive Rights Transaction and the Company may proceed with the proposed Preemptive Rights Transaction, free of any right on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer part of such Series A Parity Securities shall not be on a basis less favorable to Non-Responding Holders, as the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedcase may be, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to under this Section 5.11(b)(viii) 6 in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityrespect thereof.

Preemptive Rights. Prior (a) In case the Company proposes to issue or sell any issuance Common Stock or any rights, warrants, options, convertible securities or indebtedness, exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, any equity security of Series A Parity Securities permitted under Section 5.11(b)(iiithe Company, whether at the time of issuance, upon the passage of time, or upon the occurrence of some future event (the "Proposed Securities"), the Partnership Company shall, by written notice no later than thirty (30) calendar days prior to the Series A Preemptive Rights consummation of such transaction, notify the Securities Holders in writing of such transaction (the “Notice "First Company Notice"). In addition, the Company shall, no later than twenty (20) days prior to the proposed sale or issuance, identify the proposed purchaser, and offer to sell to each Securities Holder, at the same price and for the same consideration to be paid by the proposed purchaser (including in the case of Issuance”)a Company Public Sale Event, an estimate by the underwriter, if any, offer to sell such Series A Parity Securities to of the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner range of prices likely to be reasonablepaid in such public offering), a fraction of the Proposed Securities, the numerator of which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to is the quotient of (A) the total number of Series A Preferred Units held shares of Registerable Common owned by such Series A Preemptive Rights Holder on Securities Holder, and the date denominator of which is the total number of outstanding shares of equity securities of the Notice Company, assuming the exercise of Issuance divided by (B) any outstanding PIK Notes and any other securities convertible into Common Stock. In the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, event that the offer of such Series A Parity any Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to fully exercise its right to purchase Series A Parity Securities preemptive rights hereunder within ten fifteen (1015) Business Days days of the First Company Notice of Issuance(the "Initial Preemption Period"), such Series A Preemptive Rights each other Securities Holder shall be deemed to have waived a right of over-allotment whereby such other Securities Holder may purchase any and all rights to purchase such Series A Parity non-purchasing Securities in such transaction. Notwithstanding Holder's portion of the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Proposed Securities on a pro rata basis prior to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all expiration of the assetsfive (5) day period immediately following the Initial Preemption Period (the "Second Preemption Period"). Following the expiration of the Second Preemption Period, the Company may proceed with such proposed issue, sale, or other reorganization whereby the Partnership acquires more than 50% grant of the voting power or assets of such entityany remaining Proposed Securities.

Preemptive Rights. Prior (a) Other than through an Excluded Issuance, prior to the Partnership offering, issuing or selling any Common Units or other securities that have rights and preferences that rank pari passu with the Common Units (“Pari Passu Securities”), including debt (or other instruments) convertible into Pari Passu Securities, or options or other rights to acquire Pari Passu Securities, including pursuant to a commitment or subscription to acquire Pari Passu Securities over time pursuant to capital calls or otherwise, or any equity interest or options or other rights to acquire an equity interest in any Subsidiary of the Partnership, including debt or other instruments convertible into equity interests in a Subsidiary of the Partnership (collectively, the “New Interests”), to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiBrookfield Affiliated Holder (a “Proposed Purchaser”), the Partnership shall, by written subject to compliance with applicable securities laws, deliver a notice to the Series A Preemptive Rights Holders (the “Notice Preemptive Notice”) of Issuance”)its proposal to offer, if any, offer issue or sell the New Interests to sell such Series each Class A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonableCommon Unitholder, which Preemptive Notice shall offer shall be made on a Pro Rata basis such that each Series Class A Preemptive Rights Holder shall be entitled Common Unitholder the right to purchase a portion of such Series additional Class A Parity Securities equal to the quotient of Common Units and shall set forth in reasonable detail (A) the terms and conditions of such issuance, (B) the price per Class A Common Unit and (C) the maximum number of Series Class A Preferred Common Units held (which will be issued to the Class A Common Unitholders in lieu of New Interests) that are available for purchase by such Series Class A Preemptive Rights Holder Common Unitholder (Pro Rata based on such Class A Common Unitholder’s Percentage Interest, calculated as of the date of the Notice of Issuance divided by (B) Preemptive Notice, in relation to the aggregate total number of Series New Interests available for purchase) (such Class A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceCommon Unitholder’s “Eligible Share”); provided, that that, the offer of such Series A Parity Securities New Interests available for purchase by the Proposed Purchaser shall not be reduced, on a basis less favorable one-for-one basis, to the Series extent the Class A Common Unitholders elect to purchase additional Class A Common Units pursuant to this Section 17.4. Each Class A Common Unitholder shall have 5 Business Days after receipt of the Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent Notice (the “Election Period”) to exercise its right to purchase Series such Class A Parity Securities within ten (10) Business Days Common Units by delivering an irrevocable written notice to the Partnership, which shall state the number of Class A Common Units such Class A Common Unitholder elects to purchase up to the maximum amount of such Class A Common Unitholder’s Pro Rata share of the total number of Class A Common Units available for purchase in the Preemptive Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding (the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity“Offered Interests”).

Preemptive Rights. Prior If at any time the Company grants, issues or sells any Common Stock, Options or any other Convertible Securities (other than a Permitted Issuance) to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Person (the “Notice Purchase Rights”) then the Investors who are members of Issuance”)the Sponsor Group owning no less than fifty percent (50%) of the Conversion Stock issued or issuable upon conversion of the Preferred Stock as of the Second Closing Date (or the First Closing Date if the Second Closing Date has yet to occur) (assuming, if any, offer to sell such Series A Parity Securities notwithstanding anything to the contrary contained in Section 8(a) of the Series A Preemptive Rights Holders B Statement, each share of the Preferred Stock is convertible on terms the Second Closing Date or the First Closing Date, as the case may be) (whether or not such Conversion Stock has been issued or is held through Preferred Stock or as a combination thereof and subject including for these purposes the benefit to conditions determined by the General Partner to be reasonable, which offer shall be made Investor of any accrual on a Pro Rata basis such that each Series A Preemptive Rights Holder an Preferred Stock before the Second Closing Date but disregarding for these purposes any accrual on any Preferred Stock after the Second Closing Date) shall be entitled to purchase acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which shall result in such holder retaining the same proportionate share of the Common Stock of the Company on a portion of such Series A Parity Securities equal fully-diluted as-converted basis as prior to the quotient grant, issuance or sale (assuming for this calculation that Shareholder Approval has been obtained and all shares of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities Stock are convertible into Conversion Stock). The Company shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of such grant, issuance or sale of Purchase Rights to each Investor, at least 15 days before such Investor shall be required to indicate its intent to exercise its right preemptive rights. Only in the case of underwritten public offerings (i) shall there be deemed notice to purchase Series A Parity Securities within ten (10) Business Days the Investor if the topic of the Notice of Issuanceissuance triggering the preemptive right is specifically discussed at a Board meeting where an Investor Director is present for such discussion, and otherwise such Series A Preemptive Rights Holder shall notice must be deemed to have waived any written, and all rights to purchase such Series A Parity Securities (ii) once the notice provided in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities (i) is given with respect to the Series A Preemptive Rights Holders pursuant possibility of an underwritten public offering, any further communication to Investor regarding the “book build” for the public offering can be oral and given at the time of the “book build,” whenever it may occur. Any notice with respect to this Section 5.11(b)(viii) 3.3 shall not constitute notice for the purpose Section 3.1. For the avoidance of doubt, the preemptive rights of this Section 3.3 are separate and distinct from the right of first offer in connection with any securities issued to Section 3.1 and each Investor retains its preemptive rights even if the owners right of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityfirst offer is not elected.

Preemptive Rights. The General Partner and the Limited Partners shall have preemptive rights regarding the sale or issuance of any Interests in the Partnership (other than any Interests issued pursuant to an employee benefit equity participation or bonus plan under Section 2.4(a)). Prior to issuing any issuance of Series A Parity Securities permitted under Interest in the Partnership (other than Interests issued pursuant to Section 5.11(b)(iii2.4(a)), the Partnership shall, shall by prompt written notice first offer such Interest to the Series A Preemptive Rights Holders (Partners existing on the “Notice date that the Executive Committee authorizes the issuance of Issuance”Interests under Section 2.4(a)(vii), if any, offer to sell . The written notice shall indicate the subscription price for such Series A Parity Securities to Interest and the Series A Preemptive Rights Holders on other terms and subject to conditions determined by of the General Partner to be reasonable, which offer shall be made on proposed issuance. For a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion period of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on 20 days after the date of the Notice of Issuance divided by notice (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive "Primary Rights Holders on Period"), the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities Partners shall not be on have a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days all, part or none of the Notice offered Interest in proportion to their respective Ownership Percentage Interests. If the Partners fail to exercise their rights as to the entire Interest offered, then the Partners who or which exercised their preemptive rights during the Primary Rights Period (if any) shall, for a period of Issuance10 days after the expiration of the Primary Rights Period (the "Secondary Rights Period"), have the right to purchase any remaining Interest in proportion to their respective Ownership Percentage Interests (without regard to the Ownership Percentage Interests of those Partners who or which failed to exercise their fights during the Primary Rights Period). In the event that any Interest remains after the expiration of the Primary Rights Period and the Secondary Rights Period, such Series A Preemptive Rights Holder shall Interest may, for a period of 90 days thereafter, be deemed offered and sold to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities Person (subject to the Series A Preemptive Rights Holders pursuant to other provisions of this Section 5.11(b)(viiiAgreement) in connection with any securities issued on terms and conditions no more favorable than those offered to the owners of another entity Partners. If the offers and sales to other Persons are not consummated within such 90-day period, the Interest shall again be offered to the Partners in connection with the acquisition of such entity by the Partnership by merger, consolidation, manner described above prior to any offer and sale or exchange of securities, purchase of substantially all of the assets, or to any other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityPersons.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder Xxxxxxx shall be entitled to participate in all future issuances by PLC of PLC Common Shares (or rights to acquire PLC Common Shares or securities convertible into, or exchangeable for, or carrying the right to purchase a portion PLC Common Shares) to the extent necessary for Xxxxxxx to maintain its proportionate fully diluted equity interest in PLC as that interest exists at the time of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to issuance. PLC will provide Xxxxxxx with at least 20 days advance written notice of its intent to exercise its right to purchase Series A Parity Securities within ten any such proposed issuance (10) Business Days a "Proposed Issuance"), which notice shall contain all relevant information pertaining thereto (including, without limitation, if then known, the identity of the Notice proposed beneficial and record owners of Issuancethe PLC Common Shares to be issued and sold by PLC and the issue price per security, such Series A Preemptive Rights Holder shall be deemed to have waived any or proposed range of issue prices per security) and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to an offer to sell Series A Parity Securities Xxxxxxx to participate in the Proposed Issuance (at a price per security and upon terms and conditions no less favorable than those provided to other offerees or purchasers of PLC Common Shares in the Proposed Issuance) to the Series A Preemptive Rights Holders extent necessary for Xxxxxxx to maintain its proportionate fully diluted equity interest in PLC. At Xxxxxxx' sole option, it may participate in the Proposed Issuance by purchasing the full number of PLC Common Shares necessary to maintain its proportionate equity interest or any lesser number thereof. In the event the terms of the Proposed Issuance change, PLC will provide Xxxxxxx with a new 20-day advance notice period prior to consummating the transaction contemplated by the Proposed Issuance. These preemptive rights shall not apply to the following sales or issuances: (a) pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by mergerexercise, consolidation, sale conversion or exchange of securities, purchase of substantially all exercisable, convertible or exchangeable into PLC Common Shares that are outstanding as of the assetsdate hereof; (b) the issuance of PLC Common Shares as a stock dividend to holders of PLC Common Shares or upon any subdivision or combination of PLC Common Shares; (c) the issuance of PLC Common Shares in a Public Offering; (d) pursuant to an employee stock option plan, stock purchase plan or similar benefit program, or other reorganization whereby the Partnership acquires more than 50% of the voting power sales or assets of such entity.issuances to directors, employees or consultants which sales or issuances do not exceed, in any five-year period, 20%,

Preemptive Rights. Prior If at any time during the Cheminor ----------------- Representation Period Schein proposes to issue (whether for cash, property or services) any Equity Securities (as defined below) to any person or entity (other than pro rata issuances of Equity Securities to all holders of Schein's issued and outstanding Schein Common, and other than the issuance of Series A Parity shares upon exercise of employee stock options granted in the ordinary course of Schein's business) Cheminor shall have the right (which it may exercise in whole or in part) to purchase, upon the same terms, a proportionate quantity of those Equity Securities permitted under Section 5.11(b)(iii), (or Equity Securities as similar as practicable to those Equity Securities) in the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such proportion that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held Schein Common then beneficially owned by all Series A Preemptive Rights Holders on Cheminor bears to the date total number of Schein Common outstanding immediately prior to such proposed issuance. Schein shall give notice to Cheminor setting forth the identity of the Notice of Issuance; providedpurchaser and the time, that the offer of such Series A Parity Securities which shall not be on fewer than 60 days, within which, and the terms upon which, Cheminor may purchase the Equity Securities, which terms shall be the same as the terms upon which the purchaser may purchase the Equity Securities. As used in this Section 4.6 the term "Equity Securities" means shares of capital stock of Schein having the right to vote or generally to participate in a basis less favorable manner similar to Common Stock, in the profits and losses of Schein, or any options, rights or securities convertible into, or exchangeable or exercisable for, such shares of capital stock. Notwithstanding anything to the Series A Preemptive Rights Holders than contrary herein, in the event a proposed issuance is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedbe made pursuant to an underwritten public offering, further that if any Series A Preemptive Rights Holder fails to provide written the notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder required in this Section 4.6 shall be deemed given not less than 30 days prior to have waived any and all rights to such issuance; the price at which Cheminor may purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders shares pursuant to this Section 5.11(b)(viii) 4.6 shall be the average of the closing price therefor for the 10-day period ending on the day preceding the date such notice is given; Cheminor's rights to purchase shares shall terminate on the date which is 15 days after the date such notice is given; and Cheminor shall have no further rights with respect to such issuance, notwithstanding any change in connection with any securities the number of shares issued or other terms thereof, including the price, occurring subsequent to the owners of another entity in connection with the acquisition of date such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitynotice was given.

Preemptive Rights. Prior If at any time after the Closing Date and prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)the Cessation Date, the Partnership shallCompany shall propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance or sale of any New Securities, then each Lender shall have the right to purchase that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that such Lender would after the issuance and sale of all such New Securities, hold the same proportional interest of the then outstanding shares of Common Stock (assuming that any outstanding securities or other rights, including the Notes, convertible or exchangeable into Common Stock have been converted or exchanged) as was held by such Lender immediately prior to such issuance and sale (the "Proportionate Percentage"). The Company shall give each Lender written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the same. Each Lender shall have ten (10) Business Days from the giving of such notice to agree to purchase all (or any part) of its Proportionate Percentage of New Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity New Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent purchased. If Lenders fail to exercise its in full such right to purchase Series A Parity Securities within ten (10) Business Days of Days, the Notice of Issuance, such Series A Preemptive Rights Holder Company shall be deemed have one hundred twenty-five (125) days thereafter to have waived any and all rights to purchase such Series A Parity sell the New Securities in such transaction. Notwithstanding the foregoingrespect of which Lenders' rights were not exercised, in at a price and upon general teens and conditions no event shall the Partnership be obligated to offer to sell Series A Parity Securities more favorable to the Series A Preemptive Rights Holders buyers thereof than specified in the Company's notice to Lenders pursuant to this Section 5.11(b)(viiiSection. If the Company has not sold the New Securities within such one hundred twenty-five (125) day period, the Company shall not-thereafter issue or sell any New Securities, except by giving Lenders the right to purchase their Proportionate Percentage in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitymanner provided above.

Preemptive Rights. Prior If at any time during the Standstill Period ----------------- the Company proposes to issue (whether for cash, property or services) any Equity Securities (as defined below) to any issuance person or entity (including a Shareholder) (other than pro rata issuances of Series A Parity Equity Securities permitted under Section 5.11(b)(iiito all holders of the Company's common stock), the Partnership shallNew Shareholder shall have the right (which it may exercise in whole or in part) to purchase, by written notice upon the same terms (but subject to the Series A Preemptive Rights Holders (the “Notice penultimate sentence of Issuance”this section 4.1), if any, offer a proportionate quantity of those Equity Securities (or Equity Securities as similar as practicable to sell such Series A Parity Securities to those Equity Securities) in the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such proportion that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held Shares then beneficially owned by Xxxxx XX and all Series A Preemptive Rights Holders on direct and indirect majority-owned subsidiaries of Xxxxx XX (including the date New Shareholder and all direct and indirect majority-owned subsidiaries of the Notice New Shareholder) (all such subsidiaries of Issuance; providedXxxxx XX being collectively called the "Bayer Controlled Subsidiaries") bears to the total number of Shares then outstanding. (For purposes of this agreement, that Xxxxx XX and the offer of such Series A Parity Securities Bayer Controlled Subsidiaries shall not be on a basis less favorable deemed to own beneficially any Shares subject to the Series A Preemptive Rights Holders than is offered to Voting Trust Agreement or held by any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice other Shareholders, and none of Issuance, such Series A Preemptive Rights Holder the Continuing Shareholders shall be deemed to own beneficially any Shares held by any of the other Shareholders and, in each case, otherwise subject to the provisions of this agreement with respect to voting or disposition.) The Company shall give notice to the New Shareholder setting forth the identity of the purchaser and the time, which shall not be fewer than 60 days and not more than 90 days, within which, and the terms upon which, the New Shareholder may purchase the Equity Securities, which terms shall be the same as the terms upon which the purchaser may purchase the Equity Securities. Notwithstanding anything to the contrary in this section 4.1, however, in the case of any issuance of options, rights or securities convertible into, or exchangeable or exercisable for, Shares, the Company shall not be deemed to have waived any issued Equity Securities until the issuance of the Shares underlying such options, rights or securities, and all rights the New Shareholder's right to purchase such Series A Parity Shares under this section 4.1 shall not become effective, unless the number of Shares the New Shareholder is entitled to purchase at the time under this section 4.1 is greater than 1% of the then outstanding Shares (but any entitlement to purchase Shares that is so suspended shall be carried forward and cumulated, until the cumulative number of Shares so carried forward equals at least 1% of the then outstanding Shares, at which time the right that had been suspended shall cease to be suspended for 60 days, at which time the right shall terminate). Where the right to purchase Equity Securities in such transaction. Notwithstanding under this section 4.1 arises from an issuance of Equity Securities (i) to or for the foregoingbenefit of employees or directors of the Company or any of its subsidiaries, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii(ii) in connection with any securities issued an acquisition or (iii) pursuant to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.a warrant or

Preemptive Rights. Prior If at any time prior to any issuance the third anniversary of Series A Parity the date first above written, Issuer wishes to issue or otherwise Transfer additional Securities permitted under Section 5.11(b)(iiiwhich, after giving effect to such Transfer, would constitute less than fifty percent (50%) of the Adjusted Diluted Shares (for purposes of this section, the "Proposed Transaction"), and as of the Partnership shallIssue Date (as defined below) Investor holds no less than 333,333 shares of Common Stock (as adjusted for stock splits, by stock dividends, recapitalizations and the like), Issuer shall give Investor and each transferee of Investor of not fewer than 100,000 shares of Common Stock or Securities convertible into or exercisable or exchangeable for not fewer than 100,000 shares of Common Stock (together with Investor, the "Rights Holders") written notice thereof (for purposes of this section, an "Offer Notice") not fewer than sixty days prior to the Series A Preemptive date (for purposes of this section, the "Issue Date") on which Issuer wishes to consummate the Proposed Transaction. The Offer Notice shall describe in reasonable detail: (iii) the voting powers, designations, preferences, and rights of, and qualifications, limitations, and restrictions with respect to, the Securities Issuer wishes to issue or otherwise Transfer; and (iv) the price per share, unit, or face amount, as the case may be, at which, and all other material terms and conditions (including the expected Issue Date) upon which, Issuer wishes to issue or otherwise Transfer such Securities. The Offer Notice shall constitute an offer by Issuer to each Rights Holders Holder to issue and sell to such Rights Holder the number of shares or units or the face amount, as the case may be, of the Securities Issuer wishes to issue or otherwise Transfer (for purposes of this section, the “Notice of Issuance”"Offered Securities"), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of product of: (A) the aggregate number of Series A Preferred Units held by such Series A Preemptive Rights Holder on shares or units or the date aggregate face amount, as the case may be, of Securities proposed to be issued in the Notice of Issuance divided Proposed Transaction; multiplied by (B) the aggregate quotient of: (1) the number of Series A Preferred Units Fully-Diluted Shares held by all Series A Preemptive such Rights Holders on Holder as of the date of the Notice Offer Notice; divided by (2) the total number of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Fully-Diluted Shares outstanding as of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all date of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOffer Notice.

Preemptive Rights. Prior to any In the event of a proposed issuance of, or a proposed granting by the Company of, Common Stock or other equity interests of the Company or Rights, other than the issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)stock options (or any exercise thereof) to employees of the Company reflected on Schedule 1 attached hereto (each, the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the a “Notice of Proposed Issuance”), if anyeach of the Purchaser, offer to sell each Investor and any executive of the Company granted such Series A Parity Securities rights pursuant to the Series A Preemptive terms of his or her employment with the Company (the “Permitted Executives”) shall have the right, on the same terms as those of the Proposed Issuance and during a reasonable time no less than thirty (30) days after the Company has given notice to each of the Purchaser, the Investors and the Permitted Executives of such Proposed Issuance, to purchase that proportion of such Common Stock or other equity interests or Rights Holders as is necessary to maintain such Purchaser’s, Investor’s or Permitted Executive’s fully-diluted percentage equity interests in the Company on terms and subject a record date not more than thirty (30) days prior to conditions determined by the General Partner to be reasonableProposed Issuance (the “Proposed Issuance Record Date”). The price or prices for such Common Stock, which offer other equity interests or Rights shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis no less favorable to each Purchaser, Investor and Permitted Executive than the Series A Preemptive price or prices at which such Common Stock, other equity interests or Rights Holders than is are proposed to be offered for sale or granted to others, after deduction of the expenses of and compensation for the sale, underwriting or purchase of such Common Stock, other equity interests or Rights by underwriters, dealers or other purchasers as may be paid by the Company. To the extent that any purchaser thereof Purchaser, Investor or Permitted Executive chooses not to participate in the Proposed Issuance (a “Non-Participating Stockholder”), the remaining Purchaser, Investors and Permitted Executives who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails choose to provide written notice of its intent to exercise its participate in the Proposed Issuance (the “Participating Stockholders”) shall each have the right to purchase Series A Parity Securities within ten that number of additional shares of Common Stock, other equity interests or Rights, as the case may be, as equals (10i) Business Days number of shares of Common Stock, other equity interests or Rights, as the Notice of case may be, the Non-Participating Stockholders would have been entitled to receive had such Non-Participating Stockholder(s) participated in the Proposed Issuance, multiplied by (ii) such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities Participating Stockholder’s fully-diluted percentage ownership of equity interests in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities Company (without regard to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viiiNon-Participating Stockholder(s)) in connection with any securities issued to on the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityProposed Issuance Record Date.

Preemptive Rights. Prior If the Corporation authorizes the issuance and sale of Additional Stock (as defined in Section 5(d)(viii)) other than pursuant to any issuance an underwritten public offering registered under the Securities Act or for non-cash consideration pursuant to a merger or consolidation approved by the Board of Directors of the Corporation, the Corporation shall first offer in writing to sell to each holder of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase B-1 Preferred Stock a portion of such Series A Parity Securities the securities being issued equal to the quotient of obtained by dividing (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (Ba) the aggregate number of shares of Series A B-1 Preferred Units held Stock then owned by such holder by (b) the aggregate number of shares of Series B-1 Preferred Stock then outstanding. If all offered securities are not subscribed to by such holder of Series A Preemptive Rights Holders B-1 Preferred Stock in writing delivered to the Corporation within twenty days after the date of delivery of the Corporation’s original notice to such holder, then the Corporation shall offer all of such securities for sale to those other holders of Series B-1 Preferred Stock that did elect to subscribe for such securities. If such offer is oversubscribed by such Series B-1 Preferred Stock holders then the Corporation shall offer such securities to such Series B-1 Preferred Stockholders pro rata on the basis of the number of securities previously subscribed to by such holders pursuant to the formula above. If the holders of Series B-1 Preferred Stock do not elect to subscribe for all of such securities in writing delivered to the Corporation within twenty days after the date of delivery of the Corporation’s second notice then the Corporation shall be free to offer such securities to any other person or persons at a price and on terms determined by the Corporation, provided that such price and terms are no more favorable to such person or persons than the price and terms on which such securities were offered to the holders of Series B-1 Preferred Stock. Any securities not sold by the Corporation within 90 days after the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Corporation’s initial notice to the holders of Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder B-1 Preferred Stock hereunder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities then become subject again to the Series A Preemptive Rights Holders pursuant to provisions of this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity9.

Preemptive Rights. Prior The LLC Agreement shall confer upon the Executive preemptive rights, in parity with all other members of Holdings, with respect to any the issuance by Holdings of additional equity at such time as, and to the extent that, the capitalization of Holdings will, after issuance of Series A Parity Securities permitted under Section 5.11(b)(iiisuch additional equity, exceed $10.0 million (hereinafter "Proportionate Preemptive Rights"). In addition to the Proportionate Preemptive Rights, the Company agrees that to the extent Columbia DBS Investors, L.P., a Delaware limited partnership ("Investors") makes capital contributions to Holdings in excess of $9,500,000 but less than $10,000,000 ("Investors Additional Capital Contribution"), the Partnership shallCompany shall cause Investors to permit the Executive to make (or reimburse Investors for) a proportionate part of Investors Additional Capital Contribution and thereby acquire an equivalent proportionate part of the additional interest in Holdings that would otherwise have been acquired by Investors with respect to Investors Additional Capital Contribution (hereinafter "Special Preemptive Rights"). The proportionate part of Investors Additional Capital Contribution and the proportionate part of the additional interest with respect thereto that the Executive may acquire hereunder shall equal 30% multiplied by a fraction, the numerator of which is the capital contribution to be made by written notice the Executive under Section 8(a) hereof, and the denominator of which is $10 million. Neither CCC nor any member of the Group shall have any obligation to lend any portion of the purchase price to the Series A Executive with respect to the exercise of the Proportionate Preemptive Rights Holders (or the “Notice of Issuance”), if any, offer Special Preemptive rights. Any interest purchased by the Executive pursuant to sell such Series A Parity Securities to the Series A his Proportionate Preemptive rights or Special Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on treated as a Pro Rata basis such that each Series A Purchased Interest for purposes of this Agreement (including the repurchase rights under Section 10). The Executive shall exercise his Special Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of business days after the Notice of Issuance, such Series A Company notifies the Executive that Investors have made an Investors Additional Capital Contribution with respect to which the Special Preemptive Rights Holder have arisen and has specified the amount thereof. The Executive shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A exercise his Special Preemptive Rights Holders pursuant by reimbursing Investors for the proportionate part of Investors Additional Capital Contribution that the Executive is permitted and elects to this Section 5.11(b)(viii) make within the time period set forth in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.preceding

Preemptive Rights. Prior The Company may at any time issue additional shares of Common Stock to any issuance third party at fair market value, as determined in good faith by a majority of Series A Parity Securities permitted under Section 5.11(b)(iii)the directors of the Company, so long as, after such issuance, the Partnership shallFounders' Percentage is not reduced to less than 17%. If the Company intends to issue additional shares of Common Stock to a third party such that the Founders would own in the aggregate less than 17% of the Common Stock, by the Company shall deliver to the Founders a written notice at least 30 days prior to such proposed issuance. The Founders shall have the right, exercisable upon irrevocable written notice delivered to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities Company at least 10 days prior to the Series A Preemptive Rights Holders on terms and subject date of proposed issuance, to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis purchase additional shares of Common Stock such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion after such issuance, the Founders would own in the aggregate no more than 17% of the Common Stock; provided that the Founders may exercise their preemptive rights only if the Founders in the aggregate exercise such Series A Parity Securities equal rights with respect to the quotient maximum number of (A) shares of Common Stock permitted hereunder. If some but not all of the Founders exercise such right, the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on shares issuable to each exercising Founder shall bear the date of the Notice of Issuance divided by (B) same proportion to the aggregate number of Series A Preferred Units shares issuable to all exercising Founders as the number of shares held by such exercising Founder prior to such issuance bears to the aggregate of shares held by all Series A Preemptive Rights Holders on exercising Founders. 5.3 FOUNDERS' "TRUE-UP" OPTION On or prior to the date last day of the Notice Grace Period, the Founders shall have the option, exercisable by Telcom on behalf of Issuancethe Founders, to pay to the Company an amount equal to each Shareholder's Loan plus accrued interest thereon (together, the "Antidilution Payment"). The Company shall deliver to Telcom a notice setting forth the calculation of the Antidilution Payment at least 30 days prior to the last day of the Grace Period; provided that the failure of the Company to deliver such calculation in a timely manner shall not affect the parties' rights and obligations hereunder; provided, further, that if such notice is not delivered in a timely manner, Telcom shall pay the Antidilution Payment upon the later of the last day of the Grace Period and 15 days after delivery of such notice. Any Antidilution Payment shall be free of all withholding with respect to taxes of any nature, and if the Founders are required by applicable law to make any such withholding with respect to any such payment, such Antidilution Payment shall be increased so that after making all required withholdings, the Company shall receive an amount equal to the amount it would have received had such withholdings not been made. Upon receipt in full of the Antidilution Payment, the Company shall (a) issue to the Founders on a pro rata basis, based on the number of shares then owned by each Founder, shares of Common Stock such that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days percentage of the Notice Common Stock owned by the Founders after such transfer equals the Founders' Percentage and (b) repay any Shareholders' Loans, including accrued interest thereon. If the Founders do not make the Antidilution Payment on the last day of Issuancethe Grace Period, such Series A Preemptive Rights Holder (a) the Founders' interests in dividends and other cash or noncash distributions by the Company shall thereafter be deemed proportionate to have waived their respective shareholdings in the Company and (b) the Company shall convert any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding Shareholders' Loans, including accrued interest thereon, into shares of Common Stock based on the foregoing, in no event shall valuation of the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities Common Stock issued to the owners of another entity in connection with Shareholders at the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all time of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.relevant Shareholders' Loan. 5.4

Preemptive Rights. Prior (a) Subject to Section 8.2, as soon as practicable after AT&T decides to issue any additional Equity Shares (other than any Equity Shares representing all or any portion of AT&T’s Retained Wireless Interest), prior to the consummation of the Spin-off, or AT&T Wireless decides to issue any Equity Shares after the consummation of the Spin-off (collectively, the “Additional Securities”) (other than to a wholly owned Subsidiary of the Issuer and exclusive of any Equity Shares issued upon exercise of the Warrants), but in any event at least ten Business Days prior to issuing such Additional Securities to any issuance Person other than DoCoMo or any of Series A Parity Securities permitted under Section 5.11(b)(iii)its Subsidiaries, the Partnership shall, Issuer shall notify DoCoMo by written notice of such proposed issuance (which notice shall specify, to the Series A Preemptive Rights Holders (extent practicable, the “Notice of Issuance”)purchase price, if any, for, and the terms and conditions of, such Additional Securities, including whether or not any purchaser of such Additional Securities will have registration rights with respect to such Additional Securities) and shall offer to sell to DoCoMo and/or its designated wholly owned Subsidiaries such Series A Parity Additional Securities to as may be designated by DoCoMo upon the Series A Preemptive Rights Holders on terms and subject conditions set forth in the notice and at the Purchase Price as provided in Section 8.1(e); provided that, with respect to conditions determined by the General Partner any issuances of Additional Securities pursuant to employee, officer or director benefit plans or arrangements (“Employee Benefit Plans”), such notice and offer shall only be reasonable, which offer required within 10 Business Days of each March 31 and September 30 and shall be made in respect of all such issuances made during the six month period ending on such March 31 or September 30 (except with respect to the first such notice after the Closing Date, which shall relate only to issuance made during the period from the Closing Date through such March 31, 2001, or September 30 2001, as applicable DoCoMo’s right to purchase Additional Securities in accordance with Sections 8.1(c) and (d) and this Article VIII are referred to herein as “Preemptive Rights.” The foregoing notwithstanding, DoCoMo shall have no preemptive right to acquire Additional Securities that (x) are issued to holders of AT&T Wireless Common Stock on a Pro Rata pro rata basis (whether in the form of a dividend distribution or otherwise), (y) are issued or sold in respect of the exercise of any purchase or similar right where such that each Series A right was originally offered or distributed to holders of AT&T Wireless Common Stock on a pro rata basis or (z) are issued or sold upon the exercise of rights under AT&T Wireless’ preferred share purchase rights plan or any successor plan thereto. In the case of a proposed public offering as to which the price is not known as of the time notice is given, the notice shall specify the range of expected prices as determined in good faith by the Issuer. The Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; providedtriggered by issuances of securities upon exchange or conversion of previously outstanding securities (including, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuancewithout limitation, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) issuances in connection with any securities issued to the owners of another entity rights plan but not including issuances in connection with the acquisition exercise of options or other rights granted to employees, officers, directors or consultants of the Issuer) or by pro rata distributions to shareholders (including without limitation stock dividends and stock splits); provided that DoCoMo may exercise its Preemptive Rights hereunder upon the conversion of convertible securities that become outstanding after the Closing and that, because of the nature of the security, the number of shares of common stock into which such entity by security is convertible was not calculable and therefore DoCoMo could not exercise its Preemptive Rights with respect thereto. For the Partnership by mergeravoidance of doubt, consolidation, sale or the Preemptive Rights shall not apply to the exchange of securities, purchase of substantially all of the assetsAT&T Wireless Common Stock for Current Wireless Tracking Stock or New Tracking Stock, or other reorganization whereby the Partnership acquires more than 50% distribution of AT&T Wireless Common Stock to holders of common stock of AT&T, in each case pursuant to the voting power Spin-off, or assets of such entityto securities issued in the Exchange Offer.

Preemptive Rights. Prior In the event that the Company proposes to issue any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiCommon Stock or any other equity securities or securities convertible into equity securities (excluding options to purchase Common Stock pursuant to the Company's Stock Option Plan), the Partnership shall, by Company shall give not less than 30 days' prior written notice to the Series A Preemptive Rights Holders Investors setting forth the terms and conditions of such proposed issuance (the “"ISSUANCE NOTICE"). The Investors shall have the preemptive right to purchase up to 80% of the securities so offered on the terms and conditions set forth in the Issuance Notice of Issuance”), if any, offer to sell such Series A Parity Securities by giving written notice to the Series A Preemptive Rights Holders on terms and subject Company within fifteen days after receipt of the Issuance Notice (the "PREEMPTIVE RIGHTS ELECTION PERIOD"). Each electing Investor shall have the right to conditions purchase its pro rata share of the offered securities (determined by dividing such Investor's percentage interest in the General Partner to be reasonable, which offer shall be made Common Stock on a Pro Rata fully-diluted basis by the aggregate percentage interest of all electing Investors and multiplying such quotient by 80% of the offered securities); provided, however, that each Series A Preemptive Rights Holder if any Investor declines to exercise its preemptive right in full, the remaining electing Investors shall be entitled to purchase a such Investor's unpurchased portion of such Series A Parity Securities equal to the quotient offered securities on a pro rata basis. The Company may issue and sell all offered securities not purchased by the Investors on the terms and conditions set forth in the Issuance Notice within 90 days after the expiration of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of IssuanceElection Period; provided, however, that the offer of any offered securities not sold within such Series A Parity Securities shall not 90-day period or any offered securities that are proposed to be sold on a basis terms and conditions less favorable to the Series A Preemptive Rights Holders Company than is offered those set forth in the Issuance Notice shall again be subject to the procedure set forth in this Section 4.10 prior to issuance. The provisions of this Section 4.10 shall not apply to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice Permitted Issuance (as defined in Section 6 of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Article IV of the Notice Company's Certificate of IssuanceIncorporation), such any issuance of equity securities for non-cash consideration to non-Affiliates of the Company on commercially reasonable terms, issuances in connection with a Qualified Public Offering or to the issuance of shares of Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities E Preferred Stock pursuant to the Series A Preemptive Rights Holders E Purchase Agreement. An Investor may assign its rights pursuant to this Section 5.11(b)(viii) in connection 4.10 to one or more of its Affiliates, subject only to compliance with any applicable securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitylaws.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)After the date hereof, the Partnership shall, by Company shall give prior written notice to the Series A Preemptive Rights Holders Purchaser of the proposed private placement of any Capital Stock or other equity securities by the Company for cash, other than (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities i) issuances pursuant to the Series A Preemptive Company's equity compensation or stock option plans and (ii) issuances pursuant to the Rights Holders on Plan (each a "New Issuance") at a price below $6.20 per share (with appropriate adjustment made for any stock dividend, split-up or subdivision or any combination or reclassification made or effected subsequent to the Closing Date). Such notice shall specify the number and class of securities to be issued, the rights, terms and subject privileges thereof and the price at which such securities will be issued. By written notice to conditions determined by the General Partner to be reasonableCompany given within 15 Business Days of being notified of such New Issuance, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder the Purchaser shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date all, but not less than all, of the Notice of Issuance divided Capital Stock or other securities contemplated by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of New Issuance; provided, however, that the offer of such Series A Parity Securities Purchaser shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to have any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders securities pursuant to this Section 5.11(b)(viii) in connection with any 5.7 if, prior to a sale of securities issued to the owners Purchaser pursuant to this Section 5.7, such securities would be required to be registered under the Act; provided further that if the Purchaser does not timely notify the Company of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, its election to purchase of substantially all of the assetsNew Issuance on the terms specified in the foregoing notice, or other reorganization whereby unless the Partnership acquires more than 50% Company or the placement agent for the New Issuance reasonably believes that including the Purchaser in the group of investors for the New Issuance will materially adversely affect the Company's ability to consummate the New Issuance on the terms specified in such notice, then the Purchaser shall be permitted to invest in the New Issuance in such amount to be reasonably determined in good faith by the Company. The closing of any purchase pursuant to this Section 5.7 shall be held at the time and place of the voting power closing of, and on the same terms and conditions as, the New Issuance, or assets of at such entityother time and place as the parties to the transaction may agree.

Preemptive Rights. Prior The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”). In the event the Company proposes to undertake an issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii(in a single transaction or a series of related transactions), the Partnership shall, by written notice Company shall give to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Member written notice of its intent intention to exercise its right issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to purchase Series A Parity Securities within issue such New Securities. Each Member shall have ten (10) Business Days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed Period”) to have waived any and all rights agree in writing to purchase for cash up to such Series A Parity Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in such transaction. Notwithstanding the foregoing, in no event shall Preemptive Right Participation Notice by giving written notice to the Partnership be obligated to offer to sell Series A Parity Company and stating therein the quantity of New Securities to be purchased (not to exceed such Member’s Preemptive Right Share). If any Member fails to so respond in writing within the Series A Preemptive Rights Holders Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection 7.1 shall be consummated concurrently with the acquisition consummation of such entity the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Partnership Company may be reduced upon approval by mergerthe Board, consolidation, sale or exchange which shall require the approval of securities, purchase each Investor Director so long as the Investor Member holds a Common Percentage Interest of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityat least 30.0%).

Preemptive Rights. Prior The Stockholders Agreement will provide that if, other than pursuant to the Equity Incentive Plan and the Management Incentive Plan, the Board decides to issue additional shares of Common Stock (or Preferred Stock or other equity interests or securities convertible into equity interests of the Company and its Subsidiaries) to any issuance party (including any then-current stockholder), other than in a pro rata distribution to all holders of Series A Parity Securities permitted under Section 5.11(b)(iiiCommon Stock and other customary exceptions as set forth in the Stockholders Agreement, the Company must make an offer to permit each holder (or group of affiliated parties) party to the Stockholders Agreement holding in the aggregate 0.5% or more of the Company’s Common Stock (on a fully diluted basis) to purchase its pro rata portion of such additional shares on the same terms and conditions. The Stockholders Agreement will further provide that the Company and its Subsidiaries may issue additional shares of Common Stock (or Preferred Stock or other equity interests or securities convertible into equity interests) without first complying with the foregoing preemptive rights provisions if following the proposed issuance, the Company provides all applicable holders with the right to purchase its pro rata portion of any additional shares it may otherwise be entitle d to purchase in accordance with the preemptive rights procedures as set forth in the Stockholders Agreement. Tag-Along Rights: The Stockholders Agreement will provide that if one or more holders of Common Stock (such selling holders, the “Initiating 3 The provisions of this Term Sheet shall be reflected in the certificate of incorporation, bylaws and/or a shareholders agreement as necessary or desirable to give effect to such provisions in a manner that is both consistent with the Delaware General Corporation Law and permits the DTC eligibility of the Common Stock. Holders”) agree to sell shares of Common Stock representing at least 20% of the then- issued and outstanding shares of Common Stock (on a fully diluted basis) in any transaction (or series of related transactions), the Partnership shallInitiating Holders must arrange for each other stockholder of the Company party to the Stockholde rs Agreement holding at least 1% of the then-issued and outstanding shares of Common Stock (on a fully diluted basis) to have the opportunity to include in such sale a corresponding percentage of the shares of Common Stock owned by such other stockholder at the same price per share and on the same terms as the Initiating Holders. However, this tag-along right will not apply to any transfer of shares of Common Stock by such a stockholder to its affiliates. The tag-along right may be exercised by any stockholder delivering a written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on Company or a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date designated representative of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Initiating Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.seven

Preemptive Rights. Prior In case the Company proposes at any time to issue or sell any issuance Voting Stock, options, rights or warrants to purchase Voting Stock or Voting Stock Equivalents or any other securities (whether debt or equity) of Series A Parity Securities permitted under Section 5.11(b)(iiithe Company, other than Excluded Stock (collectively, the "Company Offered Securities"), the Partnership Company shall, by written notice no later than twenty-five (25) days prior to the Series A consummation of such transaction (a "Preemptive Rights Holders Transaction"), give notice in writing (the “"Preemptive Rights Offer Notice") to each holder of Series B Preferred Stock of such Preemptive Rights Transaction. The Preemptive Rights Offer Notice of Issuance”)shall describe the proposed Preemptive Rights Transaction, if anyidentify the proposed purchaser, and contain an offer (the "Preemptive Rights Offer") to sell to each holder of Series B Preferred Stock, at the same price and for the same consideration to be paid by the proposed purchaser (provided, that, in the event any of such consideration is non-cash consideration, at the election of such holder of Series A Parity Securities B Preferred Stock to whom the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonableOffer is made, which offer shall be made on a Pro Rata basis such that each holder of Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities B Preferred Stock may pay cash equal to the quotient value of such non-cash consideration), all or any part of such holder of Series B Preferred Stock's pro rata portion of the Company Offered Securities (which shall be a fraction of the Company Offered Securities determined by dividing the number of shares of outstanding Voting Stock owned by such holder of Series B Preferred Stock by the sum of (Ai) the number of shares of outstanding Voting Stock owned by such holder of Series A B Preferred Units Stock and (ii) the number of outstanding shares of Voting Stock not held by such holder of Series A B Preferred Stock). If any holder of Series B Preferred Stock to whom a Preemptive Rights Holder on Offer is made fails to accept (a "Non-Responding Holder") in writing the date Preemptive Rights Offer by the tenth (10th) day after the Company's delivery of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Offer Notice, such Non-Responding Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable have no further rights with respect to the Series A proposed Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transactionTransaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.[Execution Page Follows]

Preemptive Rights. Prior If the Company desires to issue and sell any additional shares of common stock or preferred stock, or any rights, options or warrants to purchase said common or preferred stock, or securities that are, or may become, convertible into said common or preferred stock, in exchange for cash (other than (i) in or following a Qualified Public Offering, (ii) shares of common stock or preferred stock to be issued upon conversion or exchange of Preferred Shares or Common Shares or any other convertible or exercisable security (which issuance was subject to the provisions of this Section 4.7), or (iii) shares of common stock to be issued or other securities issuable or issued upon the exercise of any of the options or warrants described in Section 2.2 of the Subscription Agreement dated December 30, 1997, as amended, or similar options or warrants for the purchase of up to a maximum of four million (4,000,000) shares of Series A Parity Securities permitted under Section 5.11(b)(iii)Common Stock, the Partnership shall, by Company shall give written notice thereof (the "Transaction Notice") to each Stockholder, describing the kind and number of securities to be issued, the price and all other material terms and conditions of the issuance and sale not later than twenty (20) business days prior to the Series A Preemptive Rights Holders consummation of such proposed issuance and sale. Each Stockholder shall have fifteen (15) business days from the “date the Transaction Notice is deemed given as herein provided to agree to purchase or obtain on the same terms and conditions as the issuance and sale described in the Transaction Notice such amount of Issuance”)common stock or preferred stock, if anyas the case may be, offer as will permit such Stockholder to sell maintain its respective percentage ownership of Shares (measured on an as-converted to Common Shares basis) prior to such Series A Parity Securities issuance and sale by giving as herein provided written notice within such 15-business day period to the Series A Preemptive Rights Holders on terms Company of its desire to do so, which notice shall constitute the irrevocable agreement of such Stockholder to so purchase or obtain, subject to the consummation of the transaction described in the Transaction Notice. Any purchase pursuant to such notice shall be consummated simultaneously with and subject to conditions determined by the General Partner to be reasonableconsummation of the transaction described in the Transaction Notice, which offer shall be made on a Pro Rata basis such provided, however, that each Series A Preemptive Rights Holder shall be entitled to in the event the purchase a portion of such Series A Parity Securities equal securities is subject to any regulatory approval, the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities purchase and sale shall not be consummated until five business days following the date on which such approval shall have been obtained. Any Stockholder that shall fail to deliver a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written timely notice of indicating its intent to exercise its right desire to purchase Series A Parity Securities within ten (10) Business Days of Shares pursuant to this Section 4.7 or shall fail to consummate the Notice of Issuancepurchase in accordance with the preceding sentence, such Series A Preemptive Rights Holder shall be deemed to have waived all pre-emptive rights under this Section 4.7 with respect to the issuance and sale described in the Transaction Notice. Notwithstanding anything to the contrary herein, each Stockholder hereby waives any and all pre-emptive or similar rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoingit, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities he or she may have pursuant to the Series A Preemptive Rights Holders Constitutional Documents or this Agreement or otherwise with respect to the issuance of up to 7,000,000 Shares pursuant to this Section 5.11(b)(viii) in connection with any securities issued the Subscription Agreement or pursuant to the owners Company's Series F Subscription Agreement dated June 4, 1999. The Company shall cause any purchasers of another entity in connection any equity securities (or securities convertible into or exchangeable for equity securities) of the Company which may be issued prior to or after the Closing to waive such purchaser's pre-emptive rights with respect to the acquisition of such entity transactions contemplated by the Partnership by merger, consolidation, sale Subscription Agreement (including with respect to any Common Shares or Preferred Shares issuable upon the conversion or exchange of securities, purchase any Shares issued thereunder or upon the exercise of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityany options issued thereunder).

Preemptive Rights. Prior If at any time prior to any issuance the third anniversary of Series A Parity the date first above written, Issuer wishes to issue or otherwise Transfer additional Securities permitted under Section 5.11(b)(iiiwhich, after giving effect to such Transfer, would constitute less than fifty percent (50%) of the Adjusted Diluted Shares (for purposes of this section, the "Proposed Transaction"), and as of the Partnership shallIssue Date (as defined below) Investor holds no less than 333,333 shares of Common Stock (as adjusted for stock splits, by stock dividends, recapitalizations and the like), Issuer shall give Investor and each transferee of Investor of not fewer than 100,000 shares of Common Stock or Securities convertible into orexercisable or exchangeable for not fewer than 100,000 shares of Common Stock (together with Investor, the "Rights Holders") written notice thereof (for purposes of this section, an "Offer Notice") not fewer than sixty days prior to the Series A Preemptive date (for purposes of this section, the "Issue Date") on which Issuer wishes to consummate the Proposed Transaction. The Offer Notice shall describe in reasonable detail: (iii) the voting powers, designations, preferences, and rights of, and qualifications, limitations, and restrictions with respect to, the Securities Issuer wishes to issue or otherwise Transfer; and (iv) the price per share, unit, or face amount, as the case may be, at which, and all other material terms and conditions (including the expected Issue Date) upon which, Issuer wishes to issue or otherwise Transfer such Securities. The Offer Notice shall constitute an offer by Issuer to each Rights Holders Holder to issue and sell to such Rights Holder the number of shares or units or the face amount, as the case may be, of the Securities Issuer wishes to issue or otherwise Transfer (for purposes of this section, the “Notice of Issuance”"Offered Securities"), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of product of: (A) the aggregate number of Series A Preferred Units held by such Series A Preemptive Rights Holder on shares or units or the date aggregate face amount, as the case may be, of Securities proposed to be issued in the Notice of Issuance divided Proposed Transaction; multiplied by (B) the aggregate quotient of: (1) the number of Series A Preferred Units Fully-Diluted Shares held by all Series A Preemptive such Rights Holders on Holder as of the date of the Notice Offer Notice; divided by (2) the total number of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Fully-Diluted Shares outstanding as of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all date of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityOffer Notice.

Preemptive Rights. Prior The Company hereby grants preemptive rights to any issuance each of Series A Parity NantWorks, Verizon, Celgene, BlackBerry, NHealth, KHealth, Blackstone and Allscripts (together, the “Preemptive Right Holders”) as provided in this Section 2.2. If the Company proposes to issue additional shares of Common Stock, Preferred Stock or Convertible Securities permitted under Section 5.11(b)(iii(such shares of Common Stock, Preferred Stock or Convertible Securities, “Subsequent Equity”), then the Partnership shallCompany shall deliver to each Preemptive Right Holder a written notice (the “Preemptive Notice”) of such proposed issuance at least fifteen (15) days prior to the date of the issuance (the “Subscription Period”). Each Preemptive Right Holder shall have the option, exercisable at any time within the period of thirty (30) days after delivery of the Preemptive Notice (the “Preemptive Acceptance Period”), by delivering a written notice to the Series A Company (a “Subscription Acceptance”) and on the same terms (on a per share basis) as those proposed for the issuance of such Subsequent Equity, to subscribe for (x) up to its pro rata share of any such Subsequent Equity and (y) any such Subsequent Equity not subscribed for by the other Preemptive Right Holders, as specified in the subscribing holder’s Subscription Acceptance provided that, in the event that any such Subsequent Equity is Preferred Stock, a Preemptive Right Holder’s respective pro rata share of such Subsequent Equity, for purposes of this Section 2.2, shall be a percentage equal to the greater of (a) such Preemptive Right Holder’s pro rata share of Common Stock and Convertible Securities and (b) such Preemptive Right Holder’s pro rata share of such Preferred Stock. Notwithstanding anything herein to the contrary, the Company may close the issuance of Subsequent Equity, in whole or in part, prior to the expiration of the Preemptive Acceptance Period provided above as long as each Preemptive Right Holder is given the Preemptive Acceptance Period to elect to purchase its pro rata share of the applicable Subsequent Equity. Any Subsequent Equity that is not purchased by the Preemptive Rights Holders (may be sold by the “Notice of Issuance”)Company, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders but only on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less more favorable to the Series A purchaser than those set forth in the Preemptive Rights Holders than is offered Notice, at any time within 90 days following the termination of the Preemptive Acceptance Period, but may not be sold to any Person on terms and conditions, including price, that are more favorable to the purchaser thereof who is not a Series A than those set forth in the Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, or after such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing90-day period, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders each case without renewed compliance with this Section 2.2. The preemptive rights granted pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.2.2 shall not be applicable to:

Preemptive Rights. Prior If, at any time prior to a Qualified Offering, the Company proposes to issue any securities to any issuance person or entity (other than pro rata issuances of securities to all holders of common stock, issuances of Options to employees and issuances of common stock pursuant to Options and Convertible Securities described on schedule 3.2.7 to the Series B Purchase Agreement) (a "Proposed Issuance"), each holder of shares of Preferred Stock or common stock issued upon conversion thereof shall have the right (which the holder may exercise in whole or in part) to purchase, upon the same terms, a proportionate quantity of those securities in the proportion that the aggregate number of shares of common stock (assuming exercise of all Warrants (as defined in the Series A Parity Investment Agreement and that certain Note Purchase Agreement (the "Note Purchase Agreement") dated as of June 28, 1994 relating to the Company's 15% Convertible Notes due December 31, 1994) and Warrants (as defined in the Series B Purchase Agreement) and conversion of all Preferred Stock) then beneficially owned (as that term is used in the rules and regulations under the Securities permitted Exchange Act of 1934) and that were acquired under Section 5.11(b)(iii)either the Series A Investment Agreement, the Partnership shallSeries B Purchase Agreement or the Exchange Agreement by that party bears to the total number of shares of common stock (assuming exercise of all Warrants (as defined in the Series B Purchase Agreement, Series A Investment Agreement and Note Purchase Agreement)) and conversion of all Preferred Stock) of the Company then beneficially owned and that were acquired under such Investment Agreement, Exchange Agreement and Purchase Agreement by all holders of shares of Preferred Stock or common stock issued upon conversion thereof. The Company shall give notice to each holder setting forth the identity of the proposed purchaser and the time, which shall not be fewer than 45 days and not more than 60 days, within which, and the terms upon which, each holder may elect, by written notice given to the Series A Preemptive Rights Holders Company in accordance with the Company's notice to each holder, to purchase the securities, which terms shall be the same as the terms upon which the proposed purchaser may purchase the securities. If there is any change in any terms of the Proposed Issuance, the holders shall have no further rights with respect to that Proposed Issuance, and the provisions of this section 8 shall again apply to the Proposed Issuance, as so changed, as if the Proposed Issuance, as so changed, were being proposed initially as the Proposed Issuance. If any holder (a "Shortfall Purchaser") wishes to purchase a quantity of securities greater than the “Notice holder's proportionate quantity and any other holder wishes to purchase fewer than that holder's proportionate quantity of Issuance”securities (a "Shortfall"), if any, offer to sell such Series A Parity Securities the Shortfall Purchaser may (in accordance with an election that may be made pursuant to the Series A Preemptive Rights Holders on terms and subject Company's notice to conditions determined each holder) elect to purchase any or all of the aggregate amount of all the Shortfalls in the proportion that the amount of Shortfalls specified by the General Partner Shortfall Purchaser in the election to purchase securities bears to the aggregate amount of all the Shortfalls specified by all Shortfall Purchasers in all the election to purchase securities. Any securities not purchased by the holders of shares of Preferred Stock under this section 8 may thereafter be reasonable, sold to the proposed purchaser at any time within 90 days after the expiration of that 45- or 60-day period on the same terms as those upon which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be holders of shares of Preferred Stock were entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.

Preemptive Rights. Prior (a) The Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Equity Securities of the Company to any issuance Person or (ii) any debt securities of Series A Parity Securities permitted under Section 5.11(b)(iii)the Company to any Member (collectively, the Partnership shall“Preemptive Securities”) unless, in each case, the Company shall have first offered to sell to each Common Holder (each a “Preemptive Holder”) such Preemptive Holder’s Preemptive Share of the Preemptive Securities, at a price and on such other terms as shall have been specified by written notice the Company in writing delivered to the Series A each such Preemptive Rights Holders Holder (the “Notice of IssuancePreemptive Offer”), if any, offer to sell such Series A Parity Securities to which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least ten calendar days from the Series A Preemptive Rights Holders on terms and subject to conditions determined date it is delivered by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Company (the “Preemptive Rights Offer Period”). Each Preemptive Holder shall be entitled may elect to purchase a all or any portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date Holder’s Preemptive Share of the Notice of Issuance divided Preemptive Securities as specified in the Preemptive Offer at the price and upon the terms specified therein by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide delivering written notice of its intent such election to exercise its right the Company as soon as practical but in any event within the Preemptive Offer Period; provided that if the Company is issuing Equity Securities together as a unit with any debt securities or other Equity Securities, then any Preemptive Holder who elects to purchase Series A Parity the Preemptive Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued 12.3 must purchase the same proportionate mix of all of such securities. Notwithstanding anything to the owners contrary set forth in this Agreement, a Preemptive Holder may assign all or any portion of another entity in connection with its right to acquire Preemptive Securities to its direct or indirect equityholders, and upon any such assignment, each such equityholder shall be deemed a Preemptive Holder for the acquisition purposes of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 12.3.

Preemptive Rights. Prior (a) If the Corporation proposes to issue or sell any issuance of Series A Parity New Securities permitted under (as defined in this Section 5.11(b)(iii)5.1) after the date hereof, the Partnership shall, by written notice to the Series A Corporation shall notify in writing each Preferred Shareholder (each a “Preemptive Rights Holders Right Holder”) of such proposed transaction (the “Notice of IssuancePreemptive Right Notice”). The Preemptive Right Notice shall describe the proposed issuance or sale, if any, identify the proposed buyer and contain an offer to sell such Series A Parity Securities to each Preemptive Right Holder, at the same price and for the same consideration (subject to the Series A Preemptive Rights Holders on terms and subject last sentence of this paragraph) to conditions determined be paid by the General Partner proposed buyer, additional New Securities of the same class and type being offered to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities the proposed buyer in an amount equal to the quotient of product obtained by multiplying (Ai) the number of Series A New Securities being offered to the proposed buyer by (ii) a fraction, (x) the numerator of which is the number of shares of Preferred Units Stock and Conversion Common Shares held by such Series Preemptive Right Holder (calculated on a Fully-Diluted Basis) and (y) the denominator of which is the total number of shares of Preferred Stock and Conversion Common Shares then outstanding (on a Fully-Diluted Basis). If the purchase price for the New Securities to be paid by the proposed buyer is in some form other than cash, then a Preemptive Right Holder may pay for the additional New Securities it is entitled to purchase hereunder in cash (with the fair market value of any non-cash consideration to be paid by such buyer to be determined in good faith by the Board). A Preemptive Rights Right Holder on shall have 15 days from the date receipt of the a Preemptive Right Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that to accept the offer contained in such Preemptive Right Notice, and any purchase of such Series A Parity New Securities shall not be on by a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Right Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners made within 30 days of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all receipt of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of Preemptive Right Notice by such entityPreemptive Right Holder.

Preemptive Rights. Prior In the event that the Company proposes to issue and sell additional shares of any issuance equity security other than (i) pursuant to a stock split, stock dividend or similar transaction, (ii) pursuant to the exercise of any option, warrant or convertible security issued to employees, consultants, directors, equipment lessors, banks, investment banks or similar institutional credit financing sources, (iii) in connection with a merger or acquisition, (iv) in connection with a strategic partnering transaction approved by the Board of Directors, which approval shall include the affirmative vote of both of the Series C Directors, or (v) upon conversion of Shares of Series A Parity Securities permitted under Section 5.11(b)(iii)Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, each Series A Stockholder, Series C Stockholder, JPI, Xxxx, 3i and TC (collectively, the Partnership shall“Preemptive Rights Stockholders”) shall have the right, prior to such sale of shares by the Company, to purchase a percentage of such shares equal to its proportionate beneficial interest in shares of Common Stock of the Company which would be outstanding upon exercise or conversion of all securities that are exercisable for or convertible into such shares (the “Pro Rata Amount”) at the proposed issuance price, which right shall be exercisable by written notice to the Series A Preemptive Rights Holders Company (the a “Notice of IssuancePurchaser Notice”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities given within ten (10) Business Days days after receipt by each Preemptive Rights Stockholder of written notice of such proposed issuance. If any such party shall fail to respond to the Company within the ten (10) day notice period, such failure shall be regarded as a rejection of its right to participate in the purchase of the Notice of Issuance, such Series A shares. Each Preemptive Rights Holder Stockholder may also indicate in its Purchaser Notice, if it so elects, its desire to participate in the purchase of the shares in excess of its Pro Rata Amount. If any such party declines to purchase its Pro Rata Amount of the shares (such Pro Rata Amount being hereinafter called the “Excess Shares”), then the other such party or parties who have indicated in their or its Purchaser Notice a desire to participate in the purchase of such Excess Shares shall be deemed to have waived any and all rights agreed to purchase the Excess Shares in proportion to its respective Pro Rata Amounts. Unless such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant Stockholders elect to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assetsShares, or other reorganization whereby the Partnership acquires more Company may issue all (not less than 50% all) of the voting power or assets shares which such parties have not elected to purchase, at the price specified by the Company in its notice to such parties, provided that such issuance is bona fide and made within one hundred twenty (120) days after the date of such entitynotice. The rights under this Section 5.1 shall not apply to a firm commitment underwritten initial public offering of the Company with a nationally recognized underwriter that is pursuant to an effective registration statement under the Securities Act covering the offer and sale of Class B Common Stock for the account of the Company (other than pursuant to a registration on Form S-4 or Form S-8 or any similar or successor form) on either the New York Stock Exchange, London Stock Exchange, Deutsche Böurse or the Nasdaq National Market in which (x) the public offering price per share is no less than the Series C Issue Price (as adjusted for Stock Splits, Stock Combinations and recapitalizations) multiplied by one and one half (1.5) and (y) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $50 million (a “Qualified IPO”), and such rights shall terminate immediately prior to the consummation of such Qualified IPO.

Preemptive Rights. Prior The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”). In the event the Company proposes to undertake an issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii(in a single transaction or a series of related transactions), the Partnership shallCompany shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have 10 Business Days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity New Securities to be purchased (not to exceed such Member’s Preemptive Right Share). If any Member fails to so respond in writing within the Series A Preemptive Rights Holders on terms and subject to conditions determined by Right Notice Period, then such Member shall forfeit the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled right hereunder to purchase a portion its Preemptive Right Share of such Series A Parity Securities equal New Securities. Subject to obtaining the quotient requisite authorization, approval or consent of (A) any Governmental Body, the number closing of Series A Preferred Units held any purchase by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Member pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection 7.1 shall be consummated concurrently with the acquisition consummation of such entity the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany may be reduced).

Preemptive Rights. Prior (a) If, following the expiration of the Test Period, the Company authorizes the issuance or sale of any equity in the Company to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (including any Member) (the "Offeree"), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company shall first offer to sell to each Member a pro-rata portion (based on the Membership Interest held by such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis Member at such that each Series A Preemptive Rights Holder time) of such equity. The Members shall be entitled to purchase such equity at the same price as such equity is to be offered to the Offeree. The Members will take all necessary or desirable actions in connection with the consummation of the purchase transactions contemplated by this Section 6.2(a) as requested by the Company, including the execution of all agreements, documents and instruments in connection therewith in the form presented by the Company, and so long as such agreements, documents and instruments do not require such Members to make more burdensome representations, warranties, covenants or indemnities than those required of the Offeree in the agreements, documents or instruments in connection with such transaction. If any Member elects not to purchase any such equity, or not to purchase all of such Member’s pro-rata portion, each other Member who has elected to purchase all of such Member’s pro-rata portion (a "Fully Participating Member") shall be entitled to purchase an additional portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders equity. If more than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights one Fully Participating Member desires to purchase such Series A Parity Securities equity in excess of the portion allocated to such transactionMember pursuant to the first sentence of this Section 6.2(a), then each such Fully Participating Member shall be entitled to purchase up to all of such available equity. If there is an oversubscription in respect of such remaining equity, the oversubscribed amount shall be fully allocated among the Fully Participating Members pro rata based on such Fully Participating Members’ percentage Membership Interest. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities foregoing or anything contained to the Series A Preemptive Rights Holders contrary herein, no Member shall be entitled to purchase equity pursuant to this Section 5.11(b)(viii6.2(a) in connection the event such Member is in breach of, or has not complied with any securities issued to the owners of another entity in connection with the acquisition all of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, Member’s obligations under this Agreement or other reorganization whereby agreements to which such Member and the Partnership acquires more than 50% of the voting power or assets of such entityCompany are a party.

Preemptive Rights. Prior The Company agrees that it will not, nor will it permit any Subsidiary of the Company to sell or issue any issuance shares of Series A Parity Securities permitted under Section 5.11(b)(iiicapital stock of the Company or any Subsidiary, or other equity or debt securities convertible into or exchangeable for capital stock of the Company or any Subsidiary, or options, warrants or rights carrying any rights to purchase capital stock of the Company or any Subsidiary (the “Offered Securities”) unless the Company first submits written notice (the “Preemptive Rights Notice”) to Sxxx identifying the terms of the proposed sale (including the price, number or aggregate principal amount of securities and all other material terms), and offers to Sxxx the Partnership shallopportunity to purchase his Pro Rata Allotment (as hereinafter defined) of the Offered Securities (subject to increase for over-allotment if Sxxx does not fully exercise his rights) on terms and conditions, including price, not less favorable than those on which the Company proposes to sell such securities to a third party or parties. The Company’s offer to Sxxx shall remain open and irrevocable for a period of thirty (30) days during which time Sxxx may accept such offer by written notice to the Series A Preemptive Rights Holders (Company setting forth the “Notice maximum number of Issuance”)shares or other securities to be purchased by Sxxx. Any Offered Securities so offered which are not purchased by Sxxx pursuant to such offer may be sold by the Company, if any, but only on the terms and conditions set forth in the initial offer to sell such Series A Parity Securities Sxxx, at any time within one hundred twenty (120) days following the termination of the above-referenced thirty (30)-day period. For the purposes of this Section 3.1, Sxxx’x “Pro Rata Allotment” of securities shall be based on the ratio which the shares of Common Stock held by Sxxx (as determined in accordance with Section 1.2) bears to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the total number of Series A Preferred Units held by such Series A Preemptive Rights Holder shares of Common Stock outstanding on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on Notice (as determined in accordance with Section 1.2). The closing of any purchase by Sxxx of Offered Securities under this Section shall occur simultaneously with or promptly following the date closing of the Notice sale or issuance of Issuance; provided, that the offer of such Series A Parity Offered Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale Company or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityany Subsidiary.

Preemptive Rights. Prior The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”). In the event the Company proposes to undertake an issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii(in a single transaction or a series of related transactions), the Partnership shall, by written notice Company shall give to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Member written notice of its intent intention to exercise its right issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to purchase Series A Parity Securities within issue such New Securities. Each Member shall have ten (10) Business Days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed Period”) to have waived any and all rights agree in writing to purchase for cash up to such Series A Parity Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in such transaction. Notwithstanding the foregoing, in no event shall Preemptive Right Participation Notice by giving written notice to the Partnership be obligated to offer to sell Series A Parity Company and stating therein the quantity of New Securities to be purchased (not to exceed such Member’s Preemptive Right Share). If any Member fails to so respond in writing within the Series A Preemptive Rights Holders Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection 7.1 shall be consummated concurrently with the acquisition consummation of such entity the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Partnership Company may be reduced upon approval by mergerthe Board, consolidation, sale or exchange which shall require the approval of securities, purchase each Investor Director so long as the Investor Member holds a Common Percentage Interest of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.at least 30.0%). ARTICLE VIII

Preemptive Rights. Prior The Company shall not issue any Shares, other than (i) shares of Common Stock issued or issuable upon the conversion of shares of Preferred Stock (including shares of Preferred Stock issued pursuant to any issuance the Stock Split) or the exercise of the Stock Options, the Sutro Warrant, the Robinson-Humphrey Warrants, or the Key Employee Warrants, (ii) Key Emxxxxxx Xxxxxxxx xn the aggregate amounts and to the Persons set forth in Section 6.2 hereof, (iii) the Sutro Warrant, (iv) options and shares of Common Stock pursuant to stock option plans approved by the Board of Directors, (v) shares of Series A Parity Securities permitted under D Preferred Stock pursuant to Section 5.11(b)(iii)2.4 of the Series D Purchase Agreement, the Partnership shall, by written notice (vi) shares of Series E Preferred Stock pursuant to the Series A Preemptive Rights Holders (the “Notice E Purchase Agreement, including pursuant to Section 2.5 of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonableE Purchase Agreement, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (Avii) the number shares of Series A Preferred Units held by Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock pursuant to the Stock Split, or (viii) Shares issued in an Initial Public Offering, without first offering such Series A Preemptive Rights Holder on Shares to the date Rightholders in the manner set forth in Section 3.1 (excluding Sections 3.1.3(b) and (c)) as though the Company was a "Selling Securityholder," provided that the Company may propose an issuance without having identified a "Third Party Offeror" and the terms of the Notice "Third Party Offer" may be the terms of Issuance divided an offering as proposed by the Company. Each of the parties hereto waives all rights under Section 6.1 of the 1995 Securityholders Agreement (Bto the extent it was a party to such agreement) with respect to the issuance of (i) the aggregate number Sutro Warrant pursuant to the Series E Purchase Agreement; (ii) shares of Common Stock upon exercise of the Sutro Warrant; (iii) shares of Series E Preferred Stock pursuant to the Series E Purchase Agreement; (iv) shares of Common Stock upon conversion of the Series E Preferred Stock issued pursuant to the Series E Purchase Agreement; (v) shares of Series E Preferred Stock and Common Stock issuable pursuant to Section 2.5 of the Series E Purchase Agreement; (vi) shares of Common Stock issuable upon conversion of shares of Series E Preferred Stock issued pursuant to Section 2.5 of the Series E Purchase Agreement; (vii) shares of Series D Preferred Stock and Common Stock issuable pursuant to Section 2.4 of the Series D Purchase Agreement; (viii) shares of Common Stock issuable upon conversion of shares of Series D Preferred Stock issued pursuant to Section 2.4 of the Series D Purchase Agreement; (ix) options and shares of Common Stock pursuant to stock option plans approved by the Board of Directors; (x) shares of Series A Preferred Units held by all Stock, Series A Preemptive Rights Holders on B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock pursuant to the date Stock Split; and (xi) shares of Common Stock upon conversion of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Preferred Stock issued pursuant to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityStock Split.

Preemptive Rights. Prior For so long as the Investor Parties own in the aggregate, a number of shares of Common Stock and Preferred Stock which together represent at least twenty-five percent (25%) of the Capital Stock purchased by Investors pursuant to the Investment Agreement (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) (the “Minimum Holding”), if at any time the Company proposes to grant, issue or sell any Equity Securities (in each case, other than any Permitted Issuances) to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (the “Purchase Rights”), then it shall give Investor Parties written notice of its intention to do so, describing the Partnership shallEquity Securities and the price and the terms and conditions upon which the Company proposes to issue the same. For so long as the Investor Parties hold at least the Minimum Holding, each Investor Party shall be entitled to acquire, upon the terms applicable to such Purchase Rights, its Pro Rata Share of the Equity Securities proposed to be granted, issued or sold by the Company triggering the Purchase Rights. Each Investor Party shall have thirty (30) days from the giving of such notice to agree to purchase its Pro Rata Share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity Equity Securities to be purchased. If not all of Investor Parties elect to purchase their Pro Rata Share of the Series A Preemptive Rights Holders on terms and Equity Securities subject to conditions determined by the General Partner Purchase Rights, then the Company shall promptly notify in writing Investor Parties who have elected to be reasonable, which purchase their full Pro Rata Share of such Equity Securities and shall offer shall be made such Investor Parties the right to acquire such unsubscribed shares on a pro rata basis (based on Pro Rata basis Shares). Investor Parties shall have fifteen (15) days after receipt of such that each Series A Preemptive Rights Holder shall be entitled notice to notify the Company of their election to purchase all or a portion thereof of such Series A Parity Securities equal the unsubscribed shares. If Investor Parties have, in the aggregate elected to the quotient of (A) purchase more than the number of Series A Preferred Units held by unsubscribed shares being offered in such Series A Preemptive Rights Holder on notice, then the date of unsubscribed shares shall be allocated according to each Investor Party’s Pro Rata Share up to the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on unsubscribed shares set forth in the date notice to Investor Parties. If Investor Parties fail to exercise in full its Purchase Rights, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Notice of Issuance; providedpurchasers’ rights were not exercised, at a price and upon terms and conditions that the offer of such Series A Parity Securities shall are not be on a basis less materially more favorable to the Series A Preemptive Rights Holders purchasers thereof than is offered specified in the Company’s notice to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders Investor Parties pursuant to this Section 5.11(b)(viii3.5. If the Company has not sold such Equity Securities within such ninety (90) in connection days, the Company shall not thereafter issue or sell any Equity Securities (other than Permitted Issuances) without first again complying with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 3.5.

Preemptive Rights. Prior Except for issuances of Common Stock upon exercise of any Common Options or upon conversion of the Series B Preferred, if the Company issues any equity securities or any securities containing options or rights to acquire any equity securities or any securities convertible or exchangeable for equity securities in each case, after the date hereof to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (other than the Executives) (the "Offeree"), the Partnership shallCompany will offer to sell to each Stockholder, a number of such securities ("Offered Shares") so that the Ownership Ratio immediately after the issuance of such securities for each Stockholder would be equal to the Ownership Ratio for such Stockholder immediately prior to such issuance of securities. The Company shall give each Stockholder at least 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each Stockholder will be entitled to purchase such securities at the same price, on the same terms, and at the same time as the securities are issued to the Offeree by delivery of written notice to the Series A Preemptive Rights Holders Company of such election within 15 days after delivery of the Issuance Notice (the “Notice of Issuance”"Election Notice"), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that if more than one type of security was issued, each Stockholder shall, if it exercises its rights pursuant to this Section 6, purchase such securities in the offer same ratio as issued. If any of the Stockholders have elected to purchase any Offered Shares, the sale of such Series A Parity Securities shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. In the event any Stockholder elects not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its rights pursuant to this Section 6, no other Stockholder shall have the right to purchase Series A Parity Securities within ten (10) Business Days the securities offered to such Stockholder. This Section 6 will terminate automatically, and be of no further force and effect, upon the Notice consummation of Issuance, such Series A Preemptive Rights Holder shall be deemed a Initial Public Offering. The parties hereto that were party to have waived the Existing TSI Shareholders Agreement hereby waive any and all rights to purchase which such Series A Parity Securities in such transaction. Notwithstanding parties were entitled under Section 6 of the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities Existing TSI Shareholders Agreement with respect to the Series issuance of TSI Class A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued Common to the owners of another entity in connection with Company on the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all date hereof as part of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityRestructuring.

Preemptive Rights. Prior The Partnership and its Subsidiaries shall not issue (an “Issuance”) debt interests (other than the Senior Credit Debt and other senior Indebtedness that is secured by the assets of and/or the equity interests of the Partnership) or equity interests in the Partnership or its Subsidiaries (including the Subsidiary REIT), other than (a) the issuance of Partnership Interests to the Partners or pursuant to a transfer of Partnership Interests, in each case, that is permitted pursuant to this Agreement (including Article 5), (b) the issuance of Subsidiary REIT Units to the Partnership and the issuance of the Subsidiary REIT Preferred Units, (c) any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), ownership interests in a Subsidiary so long as all of the ownership interests in such Subsidiary remain directly or indirectly wholly owned (other than the Subsidiary REIT Preferred Units) by the Partnership shallfollowing such issuance or (d) the incurrence of Indebtedness under a credit facility otherwise permitted pursuant to this Agreement, by written notice to any Person with designations, preferences or relative, economic, participating, optional or other special rights, powers or duties that are preferential to the Series A Preemptive Rights Holders Preferred Interests, without offering to the Preferred Partners the opportunity to purchase any such debt or equity interests. The General Partner shall notify each Preferred Partner in writing of the proposed Issuance (the “Notice Issuance Notice”) and grant to each such Preferred Partner the right (the “Preemptive Rights”) to subscribe for and purchase its pro rata share, based on the Preferred Partners’ relative Percentage Interests, of Issuance”), if any, offer the preferential debt or equity interests to sell such Series A Parity Securities to be issued in the Series A Preemptive Rights Holders on proposed Issuance at the same price and upon the same terms and subject conditions to conditions determined by be issued in the proposed Issuance. In order to exercise the preemptive rights granted to it pursuant to this Section 5.5, a Preferred Partner must deliver notice of its election to purchase such preferential debt or equity interests to the General Partner within fifteen (15) Business Days of receipt of the Issuance Notice. A failure to be reasonable, which offer shall be made on deliver such notice by a Pro Rata basis Preferred Partner will constitute a waiver by such Preferred Partner of its preemptive rights under this Section 5.5 with respect to the applicable Issuance. To the extent that each Series A all of the Preferred Partners do not elect to exercise their Preemptive Rights Holder pursuant to the preceding sentences of this Section 5.5, the remainder of the debt or equity interests subject to the Issuance will be reoffered to the Preferred Partners who elected to exercise their Preemptive Rights within five (5) days of the expiration of the period to deliver notice of an election, and such Preferred Partners shall be entitled have the right to purchase all or a portion of such Series A Parity Securities equal remainder (based on the amount of such remainder offered relative to the quotient of (Aother such electing Preferred Partners) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days after receipt of such reoffer. For the Notice avoidance of Issuancedoubt, such Series A the Common Partners shall not have Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to accordance with this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity5.5.

Preemptive Rights. Prior (a) Subject to Section 8(b) below, if the Company proposes to issue any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Common Units, any Option or any Convertible Security, the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, Company will offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms each Member and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on Option Holder a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion number of such Series A Parity Securities securities (“Offered Units”) equal to the product of (i) the quotient of determined by dividing (A) the number percentage of Series A Preferred Units held Points (on a fully-diluted basis) represented by the Member Interests owned by such Series A Preemptive Rights Member or Option Holder on the date of the Notice of Issuance divided by (B) the aggregate number percentage of Series A Preferred all Points outstanding immediately prior to the proposed issuance (on a fully-diluted basis), and (ii) the Offered Units; provided that for the purpose of calculating Offered Units with respect to any Management Member, the “Member Interests owned by such Member” shall mean such Member’s Class B Common Units and all Vested Incentive Units held by all Series A Preemptive Rights Holders on such Member at the time of such calculation; and provided, further, that, if the Company offers any Offered Units at any time during the six months following the date of this Agreement, the Notice first $4.5 million in purchase or subscription price of Issuance; providedsuch Offered Units will be offered exclusively to the Oak Hill Purchasers (to be allocated among them as OHCP may designate), and will be offered to other Members and Option Holders only to the extent that the offer Oak Hill Purchasers do not elect to purchase or subscribe for them. The Company shall give each Member and Option Holder at least thirty (30) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such Series A Parity Securities issuance (the “Issuance Notice”). Each Member and Option Holder will be entitled to purchase such securities at the same price and on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities) as the securities are issued by delivery of irrevocable written notice (the “Election Notice”) to the Company of such election within thirty (30) days after delivery of the Issuance Notice (the “Preemptive Period”). If any Member or Option Holder has elected to purchase any Offered Units, the sale of such units shall be consummated as soon as practical (but in any event within twenty (20) days) after the delivery of the Election Notice. To the extent the Members and Option Holders do not be elect to, or are not entitled to, purchase all of the Offered Units, then the Company may issue the remaining Offered Units at a price and on a basis less terms no more favorable to the Series A transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Rights Holders than is offered Period. Notwithstanding anything in this Section 8 to any purchaser thereof who is the contrary, the Company shall not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived breached this Section 8 if, within 30 days following the issuance of any Units, Option or Convertible Securities in contravention of this Section 8, the Company or the Transferee of such Units, Options or Convertible Securities offers to sell a portion of such Units, Options or Convertible Securities or additional Units, Options or Convertible Securities to each Member and all rights Option Holder so that, taking into account such previously-issued securities and any such additional securities, each Member and Option Holder will have had the right to purchase such Series A Parity Securities or subscribe for securities in such transaction. Notwithstanding a manner consistent with the foregoing, allocation provided in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to initial sentence of this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity8(a).

Preemptive Rights. Prior (a) If the Company or any of its Subsidiaries proposes to issue additional equity securities, including any warrants, options or other rights to acquire equity of the Company or any of its subsidiaries or debt securities that are convertible into or exchangeable or exercisable for equity securities of the Company or any of its Subsidiaries (with the exception of any issuance (i) in connection with any acquisition of assets of another Person by the Company or any of its Subsidiaries, whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise (excluding any issuance for purposes of financing such transaction) approved by the Board and the requisite holders of the Series A Parity E Preferred Stock and Series E-2 Preferred Stock to the extent required under the Series E Certificate of Designation, (ii) Exempted Securities permitted under Section 5.11(b)(iii(as such term is defined in the Series E Certificate of Designation), (iii) in an underwritten public offering resulting in gross proceeds of at least $50,000,000 and at a price per share pursuant to which the Company’s market capitalization would be at least $175,000,000 and (iv) approved by holders of the majority of the Series E Preferred Stock and Series E-2 Preferred Stock, voting as a separate class (in each case, having been approved in accordance with the terms of this Agreement and the Series E Certificate of Designation, to the extent applicable)) (“Preemptive Securities”), the Partnership shall, by Company shall provide written notice (an “Issuance Notice”) to each holder of Preferred Securities of such anticipated issuance no later than twenty-two (22) Business Days prior to the Series A Preemptive Rights Holders (anticipated issuance date. Such notice shall set forth the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on principal terms and subject to conditions determined by of the General Partner issuance, including a description of the Preemptive Securities proposed to be reasonableissued, which offer the proposed purchase price for such Preemptive Securities and the anticipated issuance date. Each holder of Preferred Securities shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled have the right to purchase a portion number of such Series A Parity Preemptive Securities equal to the quotient of determined by multiplying (Ai) the number of Series A Preemptive Securities proposed to be issued, by (ii) a fraction, the numerator of which is the number of shares of Preferred Units Stock held by such Series A Stockholder on an as-converted basis at the time the Issuance Notice for such Preemptive Rights Holder Securities is given and the denominator of which is the total number of shares of the Company’s Common Stock issued and outstanding on a fully-diluted, as converted, basis on the date of the Issuance Notice (the “Pro Rata Portion”). Each holder of Issuance divided by (B) Preferred Securities that desires to purchase Preemptive Securities at the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders price and on the date of terms and conditions specified in the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable Company’s notice must deliver an irrevocable written notice to the Series A Company (a “Preemptive Rights Holders Exercise Notice”) no later than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days after the delivery of the Notice Issuance Notice, setting forth (x) the number of Issuance, such Series A Preemptive Rights Holder Securities for which such right is exercised (which such number shall not exceed such Stockholder’s Pro Rata Portion of such Preemptive Securities) and (y) the maximum number of additional Preemptive Securities that such Stockholder would be deemed to have waived any and all rights willing to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition excess of such entity by Stockholder’s Pro Rata Portion in the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, event that any other Stockholder or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets Person entitled to exercise preemptive rights with respect to such issuance elects not to purchase its full Pro Rata Portion of such entityPreemptive Securities.

Preemptive Rights. Prior to If the Company authorizes the issuance or sale of any issuance Interests (except for issuances on the date of Series A Parity Securities permitted under Section 5.11(b)(iiithis Agreement and except for issuances on or before November 3, 2009 if LAKES OHIO DEVELOPMENT LLC is offered at least 10% of the total Interests issued), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Company shall first offer in writing (the “Notice of IssuancePreemptive Rights Notice”), if any, offer ) to sell to LAKES OHIO DEVELOPMENT LLC or the successor to its Interests 10% of such Series A Parity Securities Interests. LAKES OHIO DEVELOPMENT LLC or the successor to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder its Interests shall be entitled to purchase a portion up to 10% of such Series A Parity Securities equal Interests being issued or sold by notifying the Company in writing within three business days after the delivery of the Preemptive Rights Notice. The closing of such purchase shall take place on the first closing date of the same Interests offered to others. LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be entitled to purchase such Interests at the most favorable price and on the most favorable terms that such Interests are to be offered in such transaction; provided that notwithstanding the foregoing, in the event that the Company is issuing more than one type or class of Interests in connection with such issuance, LAKES OHIO DEVELOPMENT LLC or the successor to its Interests shall be required to acquire all such types and classes of Interests in the same form as they are being offered to others. Such Interests specified in the Preemptive Rights Notice that are not purchased by LAKES OHIO DEVELOPMENT LLC or the successor to its Interests pursuant to the quotient terms of this Section 2.7 may be issued and sold by the Company (A) on terms no less favorable than the number of Series A Preferred Units held by terms offered in such Series A Preemptive Rights Holder on Notice) within 90 days of the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of Notice. Any Units not issued within such Series A Parity Securities shall not 90-day period will be on a basis less favorable subject to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice provisions of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity2.7 upon subsequent issuance.

Preemptive Rights. Prior If at any time after the Closing Date and prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)the Cessation Date, the Partnership shallCompany shall propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance or sale of any New Securities, then each Lender shall have the right to purchase that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that such Lender would after the issuance and sale of all such New Securities, hold the same proportional interest of the then outstanding shares of Common Stock (assuming that any outstanding securities or other rights, including the Notes, convertible or exchangeable into Common Stock have been converted or exchanged) as was held by such Lender immediately prior to such issuance and sale (the "Proportionate Percentage"). The Company shall give each Lender written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the same. Each Lender shall have ten (10) Business Days from the giving of such notice to agree to purchase all (or any part) of its Proportionate Percentage of New Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Series A Preemptive Rights Holders (Company and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity New Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent purchased. If Lenders fail to exercise its in full such right to purchase Series A Parity Securities within ten (10) Business Days of Days, the Notice of Issuance, such Series A Preemptive Rights Holder Company shall be deemed have one hundred twenty-five (125) days thereafter to have waived any and all rights to purchase such Series A Parity sell the New Securities in such transaction. Notwithstanding the foregoingrespect of which Lenders' rights were not exercised, in at a price and upon general terms and conditions no event shall the Partnership be obligated to offer to sell Series A Parity Securities more favorable to the Series A Preemptive Rights Holders buyers thereof than specified in the Company's notice to Lenders pursuant to this Section 5.11(b)(viiiSection. If the Company has not sold the New Securities within such one hundred twenty-five (125) day period, the Company shall not thereafter issue or sell any New Securities, except by giving Lenders the right to purchase their Proportionate Percentage in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitymanner provided above.

Preemptive Rights. Prior In the event that the Company proposes a New Issue, each of the Continuing Securityholders (provided that in the case of any Continuing Securityholder other than the Hayfords and JPE, such Continuing Securityholder is employed by the Company at such time; each such Continuing Securityholder, a "Preemptive Rights Holder") shall have the right, exercisable for a 20-day period after the Company has given notice to any issuance such Preemptive Rights Holder of Series A Parity Securities permitted under Section 5.11(b)(iii)such proposed New Issue, to purchase, on the same terms and conditions as those of the proposed New Issue (including, without limitation, as to price) a proportion of such shares of the New Issue equal to such Preemptive Rights Holder's percentage ownership on a fully-diluted basis of Securities, using the treasury method, as of a record date to be set by the Board not more than 30 days prior to the date of such New Issue. Such notice shall state the number of shares of the New Issue to be offered to each Preemptive Rights Holder, the Partnership shall, aggregate consideration to be paid for such shares by written notice to the Series A each Preemptive Rights Holders Holder and the proposed date, time and location of the closing of such purchase (which shall not be earlier than 21 days or later than 120 days after the “Notice date of Issuance”such notice). At the closing of each such additional purchase, if any, offer the Company shall issue and deliver to sell such Series A Parity Securities to the Series A each Preemptive Rights Holders on terms Holder stock certificates representing that number of fully paid and subject to conditions determined by nonassessable shares of the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such New Issue (or executed agreements representing equity securities other than shares) that each Series A such Preemptive Rights Holder has agreed to purchase pursuant to this Section 10 and each such Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal pay to the quotient Company by wire transfer of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) immediately available funds the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on consideration for such equity securities. Notwithstanding the date of foregoing or anything in this Section 10 to the Notice of Issuance; providedcontrary, that the offer of such Series A Parity Securities Company shall not be on required to sell any shares of the New Issue to a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who Continuing Stockholder that is not a Series A Preemptive Rights Holder; providedan "accredited investor", further that if any Series A Preemptive Rights Holder fails to provide written notice as such term is defined in Rule 501 of its intent to exercise its right to purchase Series A Parity Regulation D, promulgated under the Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityAct.

Preemptive Rights. Prior (a) If the Company proposes to issue, grant or sell Common Stock or Rights, the Company’ shall first give to the purchaser (so long as the purchaser owns at least 300,000 Shares) and any issuance transferee (of Series A Parity Securities permitted under Section 5.11(b)(iiiwhom the Company has notice) of Shares from the purchaser then owning at least 300,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Partnership shallSecurities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each a “securityholder”) written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each securityholder shall thereafter have the preemptive right exercisable by written notice to the Series A Preemptive Rights Holders Company no later than twenty (20) days after the “Notice of Issuance”)Company’s notice is given, if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive shares of Common Stock or Rights Holder on set forth in the securityholder’s notice (but in no event more than the securityholder’s Proportionate Share (as defined below) thereof, as of the date of the Notice of Issuance divided by (B) Company’s notice), at the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders price and on the date of other terms set forth in the Notice of Issuance; provided, that Company’s notice. Any notice by a Securityholder exercising the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within shares of Common Stock or Rights pursuant to this Section 5.3 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.3(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not issue, grant or sell shares of Common Stock or Rights to persons other than securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (10) Business Days and no more than thirty (30) days after the expiration of the Notice 20 day period referred to above, as the Company may select, and the Company shall notify the Securityholders of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and closing at least seven (7) days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to the full extent of their Proportionate Share and, as contemplated by Section 5.3(b), the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase such Series A Parity Securities in such transaction. Notwithstanding of shares of Common Stock or Rights shall take place at the foregoingsame time as, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition closing of such entity by the Partnership by mergerissuance, consolidation, sale grant or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitysale.

Preemptive Rights. Prior to (a) The Company agrees that it will not offer or sell any issuance of Series A Parity New Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice (as defined herein) unless it first offers to the Series A Preemptive Rights Holders (Purchaser the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled right to purchase a portion of such Series A Parity New Securities in accordance with, and subject to, the provisions of this Section 9.3. If the Company proposes to sell any New Securities, other than pursuant to a Non-Eligible Public Offering (as defined herein), then the Company shall provide the Purchaser with written notice of the terms or proposed terms for the sale of the New Securities (the “Notice”). If the Purchaser wishes to purchase New Securities pursuant to the Notice, it shall notify the Company by written notice within five business days after the Notice is delivered how many of such New Securities it desires to purchase. The Purchaser shall be entitled to purchase up to a number of New Securities equal to its pro rata percentage ownership of the quotient Company on the Closing Date, calculated on a fully diluted basis (the “Percentage Interest”). If the Purchaser does not elect to purchase all of its Percentage Interest, the Company shall have the right to complete the sale of any New Securities offered to but not purchased by the Purchaser upon terms no less favorable to the Company than those specified in the Notice. The Purchaser shall not have any preemptive rights with respect to any New Securities sold by the Company in a Public Offering (Aas defined herein) unless in such Public Offering (i) the number New Securities are anticipated to be priced at more than a 10% discount to the volume weighted average closing market price of Series A Preferred Units held by such Series A Preemptive Rights Holder the Common Stock on the NYSE during the three – trading day period immediately prior to the date of the Notice Notice, based on the indicative range advised by the underwriters of Issuance divided by such Public Offering or (Bii) the aggregate number Company sells more than 20% of Series A Preferred Units held by all Series A Preemptive Rights Holders on its outstanding Common Stock in a Public Offering (any Public Offering other than a Public Offering described in (i) or (ii) above, a “Non-Eligible Public Offering”). In either of such events, the date of Purchaser shall have the Notice of Issuanceright to subscribe for up to its Percentage Interest; provided, however, that it must exercise this right prior to the offer anticipated pricing of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails Public Offering. The Company agrees to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) Purchaser of a Public Offering in connection with which the Purchaser has preemptive rights as promptly as practicable under the circumstances, and in any securities issued event prior to the owners of another entity in connection with the acquisition pricing of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityPublic Offering.

Preemptive Rights. Prior If the Investor’s rights pursuant to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii5(a) are terminated pursuant to Section 5(c)(iii), the Partnership shallInvestor shall immediately have the preemptive right to purchase its pro rata share of New Securities (as defined below) which the Company may, from time to time, sell and/or issue at the price at which such New Securities are to be issued (including in an equity financing in which the Threshold Amount is reached), such pro rata share to be determined in the same manner as the Investor’s Ownership Interest (the “Preemptive Share”). In the event the Company proposes to undertake an issuance of New Securities, it shall give the Investor written notice of its intention, describing the type of New Securities, the price and the general terms and conditions upon which the Company proposes to issue the New Securities (the “Issuance Notice”). The Investor shall have fifteen (15) business days from the date of receipt of the Issuance Notice (the “Exercise Period”) to agree to purchase all or a portion of the Investor’s Preemptive Share of such New Securities for the price and upon the general terms specified in the Issuance Notice by giving written notice to the Series A Preemptive Rights Holders Company, which notice shall state the quantity of New Securities to be purchased by the Investor (the “Notice of IssuancePreemptive Notice”), if any, offer . The Company shall have 90 days after the expiration of the Exercise Period (the “Offering Period”) to sell such Series A Parity the New Securities which are not purchased pursuant to the Series A Preemptive Rights Holders on Notice (the “Remaining New Securities”) at a price and upon general terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less no more favorable to the Series A Preemptive Rights Holders purchasers thereof than is offered to any purchaser thereof who is specified in the Issuance Notice. In the event the Company has not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity sold the Remaining New Securities within ten (10) Business Days of the Notice of IssuanceOffering Period, such Series A Preemptive Rights Holder the Company shall be deemed to have waived not thereafter issue or sell any and all New Securities without first complying with this Section 5(d). The Company agrees that the Investor may transfer the rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities granted to the Series A Preemptive Rights Holders Investor pursuant to this Section 5.11(b)(viii5(d) in connection with to any entity or organization within the Control Group. For purposes of this Section 5(d), “New Securities” shall mean any equity securities of the Company whether or not now authorized and any securities issued to convertible, exchangeable or exercisable for any equity security of the owners of another entity in connection with Company other than (i) Excluded Securities, or (ii) securities issuable upon the acquisition of such entity by the Partnership by mergerexercise, consolidation, sale conversion or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityderivative securities which were originally issued as New Securities in accordance with this Section 5(d).

Preemptive Rights. Prior (a) In the event that the Company proposes to issue (a "Proposed Issuance") any Common Stock to Coyote, other than pursuant to the exceptions specified in paragraph (b) below, the Company shall deliver a notice, with respect to such Proposed Issuance (the "Preemptive Notice"), to each Assignee Purchaser setting forth the period of time within which the Preemptive Right must be exercised (the "Acceptance Period") and the price, terms and conditions of the Proposed Issuance. Each Assignee Purchaser shall have the right (the "Preemptive Right"), exercisable as hereinafter provided, to participate in such issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Common Stock (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made "Offered Securities") on a Pro Rata pro rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to in --- ---- accordance with the quotient of (A) the respective aggregate number of Series A Preferred Units shares of Common Stock held by such Series A Preemptive Rights Holder Assignee Purchaser on the date of such notice from the Notice Company by purchasing an amount of such Common Stock to be sold to Coyote pursuant to the Proposed Issuance divided multiplied by (B) a fraction, the numerator of which shall be the aggregate number of Series A Preferred Units held shares of Common Stock owned by all Series A Preemptive Rights Holders such Assignee Purchaser on the date of such notice and the Notice denominator of which shall be the total number of shares of Common Stock outstanding on such date, such purchase to be at the same price and on the same terms and conditions as the Proposed Issuance; provided, that the offer . The number of such Series A Parity Securities shall not shares of Common Stock to be on a basis less favorable sold to Coyote pursuant to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days Proposed Issuance shall be calculated after first taking into account the effect of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed preemptive rights granted by the Company to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders certain management shareholders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to that certain Management Shareholders' Agreement, dated as of May 28, 1999, by and among Coyote I, Coyote II, the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany and certain management shareholders named therein.

Preemptive Rights. Prior If the Corporation proposes to issue or sell any issuance equity security of Series A Parity Securities permitted under Section 5.11(b)(iiithe Corporation, including any right, warrant, option or other security convertible into or exchangeable or exercisable for, directly or indirectly, any such security of the Corporation, now or hereafter authorized, for cash consideration (“New Securities”), the Partnership Corporation shall, by written notice no later than forty-five (45) days prior to the Series A Preemptive Rights Holders consummation of any such issuance or sale, notify in writing each Consenting Noteholder (as defined in the Plan) of such proposed transaction (the “Notice Preemptive Right Notice”) at the last address listed in the records of Issuance”)the Corporation. Each Initial Stockholder shall have a right to subscribe Pro Rata (as defined below) for any New Securities; provided, if anyhowever, offer that this Article 8 shall not apply to sell such Series A Parity New Securities issued (i) pursuant to the Series A Preemptive Rights Holders on terms and subject LTIP, (ii) to conditions determined any employee, director or consultant pursuant to any incentive plan, compensation plan or similar plan or arrangement approved by the General Partner stockholders of the Corporation, (iii) in connection with a Public Offering or (iv) in a transaction where all of the holders of Common Stock are given the right to be reasonable, which offer shall be made participate on a Pro Rata basis such pro rata basis. In order to exercise its purchase rights hereunder, the Initial Stockholder must deliver a written notice by sworn affidavit to the Corporation that each Series A they are an Initial Stockholder, within thirty (30) days after its receipt of the Preemptive Rights Holder Right Notice. If an Initial Stockholder fails to exercise its rights pursuant to this Article 8, the Corporation shall be entitled to sell the New Securities which such Initial Stockholder has not elected to purchase during the ninety (90) days following such failure, on terms and conditions no more favorable to the purchasers thereof than those offered to the Initial Stockholder. Any New Securities sold by the Corporation after such ninety (90) day period must be reoffered to the Initial Stockholders pursuant to the terms of this Article 8. The preemptive rights provided by this Article 8 are non-transferable, except that any Initial Stockholder may transfer such preemptive rights to any of its Affiliates who owns shares of Common Stock. “Initial Stockholders” means the Consenting Noteholders and each Affiliate of a portion Consenting Noteholder, so long as such Person (together with its Affiliates) is the beneficial owner (as determined in accordance with Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended) of shares of Common Stock in an amount equal to at least 50% of the number of shares of Common Stock such Person (together with its Affiliates) received on the Effective Date (as defined in the Plan) pursuant to the Plan.2 “Pro Rata” means that the Initial Stockholder may exercise such preemptive right or participate in such issuance for an amount of New Securities up to the product of (x) the amount of such Series A Parity New Securities to be issued and (y) a fraction, the numerator of which shall equal to the quotient of (Awithout duplication) the number of Series A Preferred Units shares of Common Stock (on a fully diluted basis after assuming the exercise or conversion of all outstanding convertible securities) then held by such Series A Preemptive Rights Holder on Initial Stockholder (together with its Affiliates), and the date denominator of the Notice of Issuance divided by (B) which shall equal the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date shares of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be Common Stock then outstanding (on a basis less favorable to the Series A Preemptive Rights Holders than is offered to fully diluted basis). For purposes of this Article 8 and Article 11 of this Certificate, “Person” means any purchaser thereof who is not a Series A Preemptive Rights Holder; providedindividual, further that if corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Body. “Governmental Body” means any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of IssuanceUnited States federal, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale state or exchange of securities, purchase of substantially all of the assetslocal, or other reorganization whereby the Partnership acquires more than 50% of the voting power any supra-national or assets of such entitynon-U.S., government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency body or commission, self-regulatory organization, court, tribunal or judicial or arbitral body.

Preemptive Rights. Prior If the Board determines to issue Additional Securities, each Member that is a holder of Common Units and/or Preferred Units (including Common Units issued upon conversion of Preferred Units) to the extent that each is an accredited investor (an “Eligible Member”) shall have the right to purchase up to such Eligible Member’s pro rata share (as calculated below and, in the case of Walgreens, calculated to include the ownership of Blocker Equities to the extent Walgreens has ownership of Blocker Equities in connection with determining such pro rata share) of all (or any part of) the Additional Securities which the Company may, from time to time, propose to sell and issue; provided, however, that, for a given issuance of Additional Securities, if Walgreens in its sole discretion expressly exercises its rights to maintain a Specified Stake under Section 3.4 (rather than exercising its rights as an Eligible Member under this Section 3.3), then the number of Additional Securities to which this Section 3.3 applies for any applicable Member other than Cigna shall be reduced by the number of Additional Securities that Walgreens is purchasing pursuant to Section 3.4 and Walgreens shall not be deemed to be an Eligible Member under this Section 3.3 for purposes of such issuance of Additional Securities. Notwithstanding anything to the contrary herein, in connection with any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoingAdditional Securities, in no event shall the Partnership be obligated proviso in the immediately preceding sentence grant Cigna preemptive rights with respect to offer a number of Additional Securities in excess of the number of Additional Securities subject to sell Series A Parity Securities Walgreen’s preemptive rights with respect to such issuance multiplied by the quotient obtained by dividing the number of Common Units at the time owned by Cigna on a Fully Diluted Basis by the total number of Common Units then owned by Walgreens on a Fully Diluted Basis The preemptive rights granted to the Series A Preemptive Rights Holders pursuant to Eligible Members under this Section 5.11(b)(viii) in connection with any securities issued 3.3 shall be subject to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.following terms and conditions:

Preemptive Rights. Prior The Company hereby grants to each SJF Investor, each Investeco Investor, the Arborview Investor, the Inherent Investor, the Bowie Investor, the Sunrise Investor, the Manna Investor and each Key Holder (in each case, for the purposes of this Section 4, each a “Preemptive Holder”) a preemptive right to purchase all or any part of such Preemptive Holder’s pro rata share of New Securities (as defined in Subsection 4.1) subsequent to the date hereof on the same terms and at the same price as offered thereat. A Preemptive Holder’s “pro rata portion,” for purposes of this right of first offer, is the ratio of the number of shares of As Converted Common Stock owned by such Preemptive Holder immediately prior to the issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)New Securities, the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice total number of Issuance”), if any, offer to sell such Series A Parity Securities shares of As Converted Common Stock outstanding prior to the Series A Preemptive Rights Holders on terms and subject to conditions issuance of New Securities, determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A fully-diluted basis. Each Preemptive Rights Holder shall be entitled to apportion the right of first offer hereby granted it among itself and its Permitted Transferees in such proportions as it deems appropriate. In the event that a Preemptive Holder declines to purchase a all of its pro rata portion of New Securities, each of the other participating Preemptive Holders shall have a right of over-allotment to purchase such Series A Parity non-purchased New Securities equal of the non-participating Preemptive Holders on a pro rata basis (based upon the proportion of the shares of As Converted Common Stock and Preferred Stock owned by such participating Preemptive Holder immediately prior to the quotient issuance of (A) the number New Securities to all such shares of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units As Converted Common Stock held by all Series A participating Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities Holders) within ten (10) Business Days days after the date of the Notice such Preemptive Holder’s failure to purchase. This right of Issuance, such Series A Preemptive Rights Holder first offer shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities subject to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.following provisions:

Preemptive Rights. Prior In the event that the Company proposes to issue and sell any issuance of New Securities, each Series A Parity Securities permitted under Section 5.11(b)(iii)Holder, Series TS Holder and Series B Holder (collectively, the Partnership shall“Preemptive Rights Holders”) shall have the right, prior to the issue of such New Securities by the Company, to purchase a percentage of such New Securities equal to its beneficial ownership interest in the outstanding shares of Preferred Stock (as adjusted for any stock dividends, splits, combinations, recapitalizations and the like)) (the “Pro Rata Amount”) at the proposed issuance price, which right shall be exercisable by written notice to the Series A Preemptive Rights Holders Company (the a “Notice of IssuancePurchaser Notice”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities given within ten (10) Business Days of the Notice of Issuance, such Series A days after receipt by each Preemptive Rights Holder of written notice of such proposed issuance. If any such party shall fail to respond to the Company within the ten (10) day notice period, such failure shall be regarded as a rejection of its right to participate in the purchase of the shares. Each Preemptive Rights Holder may also indicate in its Purchaser Notice, if it so elects, its desire to participate in the purchase of the shares in excess of its Pro Rata Amount. If any such party declines to purchase its Pro Rata Amount of the New Securities (such Pro Rata Amount being hereinafter called the “Excess Shares”), then the other such party or parties who have indicated in their or its Purchaser Notice a desire to participate in the purchase of such Excess Shares shall be deemed to have waived any and all rights agreed to purchase the Excess Shares in proportion to its respective Pro Rata Amounts. Unless such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant elect to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assetsNew Securities, or other reorganization whereby the Partnership acquires more Company may issue all (not less than 50% all) of the voting power or assets New Securities which such parties have not elected to purchase, at the price specified by the Company in its notice to such parties, provided that such issuance is bona fide and made within one hundred twenty (120) days after the date of such entitynotice. The rights under this Section 6.1 shall not apply to a Qualified IPO, and such rights shall terminate immediately prior to the consummation of such Qualified IPO.

Preemptive Rights. Prior to any the issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)any Partnership Securities, the Partnership shall, by written notice to the Series any Class A Preemptive Rights Holders with respect to such Partnership Securities (the “Notice of Issuance”), if any, offer to sell such Series A Parity Partnership Securities to the Series Class A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner in good faith to be reasonable, which offer shall be made on a Pro Rata pro rata basis such that each Series Class A Preemptive Rights Holder with respect to such Partnership Securities shall be entitled to purchase a portion of such Series A Parity Partnership Securities equal to the quotient of (Ax) the number of Series Class A Preferred Units held by such Series Class A Preemptive Rights Holder on the date of the Notice of Issuance divided by (By) the aggregate number of Series Class A Preferred Units held by all Series Class A Preemptive Rights Holders on the date of the Notice of IssuanceIssuance (or as the Class A Preemptive Rights Holders may at such time otherwise agree among themselves); provided, that the offer of such Series A Parity Partnership Securities shall not be on a basis less favorable to the Series Class A Preemptive Rights Holders than is offered contemplated with respect to any purchaser thereof who is not a Series Class A Preemptive Rights Holder; provided, further further, that (A) if any Series Class A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity such Partnership Securities within ten (10) Business Days of the Notice of Issuance, such Series Class A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Partnership Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.transaction and

Preemptive Rights. Prior If (A) the Company proposes to issue any issuance New Securities, other than any Exempted Securities, and (i) the holders of Series A Parity Securities permitted under Section 5.11(b)(iii)Seed Preferred Units have previously purchased at least 964,890 Series Seed Preferred Units and (ii) the holders of Series Seed Preferred Units continue to hold Series Seed Preferred Units in an amount at least equal to twenty-five percent (25%) of the Investment Threshold, then each holder of Series Seed Preferred Units shall have the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice right of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled first refusal to purchase a portion of such Series A Parity New Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by other than any New Securities described in clause (B) below) determined pro rata based on such holder’s Percentage Interest as compared to the aggregate number Percentage Interest of all holders of Units and (B) if the Company proposes to issue any New Securities, other than any Exempted Securities and (i) the holders of the Series Seed Preferred Units have previously purchased at least 1,929,781 Series Seed Preferred Units and (ii) the holders of the Series Seed Preferred Units continue to hold Series Seed Preferred Units in an amount at least equal to twenty-five percent (25%) of the Investment Threshold, then (iii) in connection with the first bona fide financing transaction of the Company after the issuance of the Series Seed Preferred Units in which the Company raises at least $3,000,000 from the sale of New Securities, the holders of the Series Seed Preferred Units shall, in the aggregate, have the right of first refusal to purchase up to sixty percent (60%) of such New Securities (the “Next Financing ROFR Amount”), with each holder of Series A Seed Preferred Units held by all Series A Preemptive Rights Holders on having the date right of the Notice of Issuance; provided, that the offer first refusal to purchase a portion of such Series A Parity Next Financing ROFR Amount of New Securities shall not be determined pro rata based on a basis less favorable such holder’s Percentage Interest as compared to the aggregate Percentage Interest of all holders of Units. So long as the holders of Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Seed Preferred Units shall have the rights of first refusal as set forth in the first sentence of this Section 3.10, the Company shall give each holder of Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide Seed Preferred Units at least thirty (30) days’ prior written notice of its intent any such proposed issuance setting forth in reasonable detail the proposed terms and conditions thereof and shall offer to exercise its right to purchase each holder of Series A Parity Securities within ten (10) Business Days of Seed Preferred Units the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights opportunity to purchase such New Securities that it is entitled to purchase at the same price, on the same terms, and at the same time as the New Securities are proposed to be issued by the Company. So long as the holders of Series A Parity Securities Seed Preferred Units shall have the rights of first refusal as set forth in such transaction. Notwithstanding the foregoingfirst sentence of this Section 3.10, in no event shall the Partnership be obligated to offer to sell each holder of Series A Parity Securities Seed Preferred Units may exercise his, her or its right of first refusal by delivery of an irrevocable written notice to the Company not more than thirty (30) days after delivery of the Company’s notice of the proposed issuance. In the event any holder of Series A Preemptive Rights Holders Seed Preferred Units does not exercise (in whole or in part) his, her or its right of first refusal to purchase New Securities pursuant to this Section 5.11(b)(viii3.10 within such thirty (30) in connection with any securities day period (the New Securities such holder of Series Seed Preferred Units elects not to purchase, the “Declined Units”), the Company shall provide prompt written notice to each holder of Series Seed Preferred Units that has elected to purchase New Securities pursuant to this Section 3.10 (each, an “Electing Holder”) and each Electing Holder shall have a pro rata over-allotment right to acquire all or a portion of the Declined Units at the same price, on the same terms, and at the same time as the New Securities are proposed to be issued by the Company. Each Electing Holder may exercise his, her or its over-allotment right by delivery of an irrevocable written notice to the owners Company not more than five (5) days after the delivery of another entity in connection with the acquisition Company’s notice of such entity over-allotment rights. The Electing Holders’ obligation pursuant to this Section 3.10 to purchase and pay for New Securities shall be conditioned upon the consummation of the proposed issuance by the Partnership by mergerCompany. Except for the rights afforded to each holder of Series Seed Preferred Units under this Section 3.10, consolidation, sale or exchange of securities, purchase of substantially all of no Member shall be entitled to any preemptive rights with respect to the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany.

Preemptive Rights. Prior In the event that Wabtec determines to sell Common Shares, Preferred Shares or other equity or voting securities of Wabtec to a third party for cash other than in a public offering, Wabtec will make proper provision to offer each Shareholder the opportunity to purchase such Common Shares, Preferred Shares or other equity or voting securities of Wabtec on the same terms as they are offered to such third party in order to maintain the Shareholder’s percentage equity and voting ownership interest in Wabtec (calculated assuming conversion of all outstanding Preferred Shares) by notice given to the Shareholders not less than 10 Business Days prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders such third-party sale (the “Notice Issuance Notice”) which shall set forth the amount and description of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner securities proposed to be reasonablesold and the percentage of fully diluted outstanding equity or voting securities of Wabtec such securities would represent after the sale, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the proposed date of the Notice of Issuance divided by (B) sale, the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on proposed acquiror and the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to estimated purchase price per security so sold or issuance. If any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder Shareholder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities accept such offer in writing within ten (10) Business Days of the Notice receipt of Issuancesuch Issuance Notice, such Series A Preemptive Rights Holder shall rights will be deemed to have waived irrevocably waived. If any and all rights Shareholder elects to purchase such Series A Parity Securities in securities, such transaction. Notwithstanding Shareholder will be irrevocably bound to purchase the foregoing, in no event shall securities on the Partnership be obligated terms sold to offer to sell Series A Parity Securities such third party (to the Series A Preemptive Rights Holders pursuant extent set forth in the Issuance Notice). The foregoing rights will not apply to this Section 5.11(b)(viii) Common Shares issued in connection with a merger, acquisition or other business combination transaction or Common Shares issued under employee equity plans or Common Shares or other securities offered and sold in a public offering, provided, however, that any Shareholder may purchase Common Shares or other securities issued to the owners of another entity in connection with the acquisition of any such entity public offering approved by the Partnership by mergerBoard in an amount necessary to avoid dilution of its percentage equity interest in Wabtec prior to such offering. Any Common Shares so purchased will be deemed, consolidationwithout further action, sale or exchange to be “Shares” for purposes of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Agreement.

Preemptive Rights. Prior to any the issuance of Series A any Parity Securities permitted under Section 5.11(b)(iii)or Senior Securities, the Partnership shall, by written notice to the Series Class A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities or Senior Securities to the Series Class A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata pro rata basis such that each Series Class A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities or Senior Securities equal to the quotient of (Ai) the number of Series Class A Preferred Units held by such Series Class A Preemptive Rights Holder on the date of the Notice of Issuance divided by (Bii) the aggregate number of Series Class A Preferred Units held by all Series Class A Preemptive Rights Holders on the date of the Notice of IssuanceIssuance (or as the Class A Preemptive Rights Holders may at such time otherwise agree among themselves); provided, that the offer of such Series A Parity Securities or Senior Securities shall not be on a basis less favorable to the Series Class A Preemptive Rights Holders than is offered contemplated with respect to any purchaser thereof who is not a Series Class A Preemptive Rights Holder; provided, further further, that (A) if any Series Class A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A such Parity Securities or Senior Securities within ten fifteen (1015) Business Days of the Notice of Issuance, such Series Class A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series securities in such transaction and (B) if any Class A Preemptive Rights Holder waives or is deemed to have waived its right to purchase such Parity Securities in or Senior Securities, the other Class A Preemptive Rights Holders shall be entitled to exercise such transactionright as if such right was initially granted to such Class A Preemptive Rights Holders. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities or Senior Securities to the Series Class A Preemptive Rights Preferred Holders pursuant to this Section 5.11(b)(viii5.12(g) in connection with any (1) securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity; (2) Common Units or other Junior Securities (including options to purchase Common Units or other Junior Securities and Common Units or other Junior Securities issued upon exercise of such options) issued to employees, consultants or directors of the Partnership or the General Partner pursuant to plans, programs or agreements approved by the Board; (3) Senior Securities issued pursuant to any dividend, split, combination or other reclassification in respect of Senior Securities or pursuant to a recapitalization or reorganization of the Partnership in respect of Senior Securities; or (4) Parity Securities issued pursuant to any dividend, split, combination or other reclassification in respect of Parity Securities or pursuant to a recapitalization or reorganization of the Partnership in respect of Parity Securities provided in each case under this clause (4) the Class A Preferred Units are given ratable treatment.

Preemptive Rights. Prior (a) If, at any time, the Company (or any of its subsidiaries who are Affiliates) proposes to issue (except in a transaction described in Section 4(b) below) any of its equity securities or any securities convertible into or having the rights to purchase any equity securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (collectively, “Equity Securities”), then, in such event, the Partnership shallCompany shall first offer in writing to sell such Equity Securities, on the same terms and conditions as proposed by the Company to such Person or entity, to the Investor. The Investor shall then have the option to purchase its pro rata portion of the Equity Securities proposed to be issued (based on the number of Equity Securities owned by the Investor in relation to the total number of the Equity Securities then outstanding, all determined on a fully diluted basis), at the price and upon the terms set forth in such writing. Such option shall be exercisable by written notice to the Series A Preemptive Rights Holders Company for a period of fifteen (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A15) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on days from the date of such offer. A failure by the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date Investor to give written notice of the Notice exercise within such fifteen (15) day period shall be deemed to be a rejection by the Investor of Issuance; provided, that its option to purchase. The closing of the offer purchase of Equity Securities by the Investor shall take place within fifteen (15) days after the expiration of such Series A Parity fifteen (15) day period. The Company shall have sixty (60) days from the expiration of the right set forth herein to sell the unsold portion of the Equity Securities shall not be on a basis to other purchasers, but only upon terms and conditions that are in all material respects no more favorable to such purchasers or less favorable to the Series A Preemptive Rights Holders Company than is offered to any purchaser thereof who those set forth in the Equity Securities offering. In the event that the sale of the unsold portion of Equity Securities is not a Series A Preemptive Rights Holder; providedconsummated within such sixty (60) day period, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its the Company’s right to purchase Series A Parity sell such unsold Equity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived lapse, and any and all rights to purchase such Series A Parity sale of Equity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities without additional notice to the Series A Preemptive Rights Holders pursuant to Investor as provided for in this Section 5.11(b)(viii4(a) shall be deemed to be in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all violation of the assets, or other reorganization whereby the Partnership acquires more than 50% provisions of the voting power or assets of such entitythis Agreement.

Preemptive Rights. Prior Except for Excluded Issuances and except as provided in this Article 7, if the Company or any Company Subsidiary desires to issue and sell (i) any issuance of Series A Parity Equity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice with rights and privileges equivalent to the Series A Preemptive Rights Holders Preferred Units or any security convertible into or exchangeable for such Equity Securities (the “Notice of IssuanceParity Securities”) or (ii) any Equity Securities with rights and privileges junior to the Preferred Units or any security convertible into or exchangeable for such Equity Securities (the “Junior Securities” and, together with the Parity Securities, the “New Securities”) to any Person or Persons (collectively, the “Subject Purchasers”) prior to a Qualified Public Offering (other than issuances consistent with those set forth in Section 4.2(d)(x)(2) hereof), if any, then the Company shall offer to sell such Series A Parity New Securities to each of the Series Preferred Members and any Members holding Class A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made Common Units received on a Pro Rata basis conversion of their Preferred Units (each, a “Preemptive Right Holder” and together, the “Preemptive Right Holders”) by sending written notice (the “New Issuance Notice”) to such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal Persons at least twenty-five (25) days prior to the quotient issuance and sale of the New Securities. The New Issuance Notice shall state (Ai) the number of Series A Preferred Units held units or shares of New Securities proposed to be issued and sold and the terms of such New Securities, (ii) the purchase price per unit or share of the New Securities (the “Proposed Price”) and the other terms and conditions of the purchase of such New Securities, (iii) the proposed date on which the New Securities will be sold, which shall be at least thirty (30) days after the receipt of the New Issuance Notice by such Series A the Preemptive Rights Holder on (the date “New Issuance Closing Date”), and (iv) each Preemptive Right Holder’s Proportionate Percentage. For purposes hereof, each Preemptive Right Holder’s “Proportionate Percentage” means, with respect to any Preemptive Right Holder, the percentage of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A New Securities allocated to such Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not Right Holder to be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.determined as follows:

Preemptive Rights. Prior (a) Subject to the terms and conditions of this Section 2.1, the Company agrees that it will not sell or issue any Equity Interests of the Company for cash (the “New Securities”), other than additional issuances of the Notes effected subsequent to the date hereof pursuant to the Purchase Agreement (or conversion of the Notes), unless the Company first delivers a written notice (the “Preemptive Rights Notice”) to each Rights Holder identifying the terms of the proposed sale (including the price, number or aggregate principal amount and type of New Securities and all other material terms of the offer and sale) and offers to each Rights Holder the opportunity to purchase up to its Pro Rata Allotment (as defined below) (which Pro Rata Allotment may be assigned by each Rights Holder to any issuance other Rights Holder at the option of Series A Parity such Rights Holder holding such Pro Rata Allotment) of the New Securities permitted under Section 5.11(b)(iii)(subject to increase for over-allotment, if any, if all of the Partnership shallRights Holder do not fully exercise their rights hereunder) on terms and conditions, including price, not less favorable in any respect than those on which the Company proposes to sell such New Securities to any third party. The Company shall deliver such Preemptive Rights Notice no later than 5 days, or earlier than 10 days, prior to such contemplated sale date of the New Securities. The Company’s offer to each Rights Holder shall remain open for a period of 5 days after the delivery of the Preemptive Rights Notice, during which time each Rights Holder may accept such offer by written notice to the Series A Preemptive Rights Holders (Company setting forth the “Notice maximum number of Issuance”), if any, offer to sell such Series A Parity New Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner sought to be reasonablepurchased by such Rights Holder, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) including the number of Series A Preferred Units held by New Securities which such Series A Preemptive Rights Holder on the date would purchase if any other Rights Holder does not elect to purchase its full Pro Rata Allotment of the Notice New Securities, with the rights of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive electing Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding unpurchased portion of the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity New Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitybe based on their respective Pro Rata Allotments.

Preemptive Rights. Prior (i) If at any time the Board approves the issuance or sale of any Securities (other than Exempt Securities) to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiPerson (a “Purchaser”), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Company shall first offer in writing (the “Notice Preemptive Rights Notice”) to sell to each of Issuancethe other Members (collectively, the “Preemptive Rights Holders”) a portion of such Securities equal to the quotient obtained by dividing (x) the aggregate number of Common Units held by such Preemptive Rights Holder, by (y) the total number of Common Units then outstanding and held by all of the Members (the “Preemptive Rights Pro Rata Portion”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A . Each Preemptive Rights Holder shall be entitled to purchase or receive such Securities at the most favorable price that such Securities are to be offered to any Purchaser, and the Company may not offer any such Securities to any Purchaser at a portion of price or on terms more favorable than those on which such Series A Parity Securities equal were offered to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of unless such Series A Parity Securities shall not be on a basis less favorable are first offered to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holderat such more favorable price and terms; provided, further provided that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding notwithstanding the foregoing, in no the event that the Company is issuing more than one type or class of Securities in connection with such issuance, each Preemptive Rights Holder, if such Preemptive Rights Holder desires to exercise its preemptive rights hereunder in respect of such issuance, shall be required to acquire such Preemptive Rights Holder’s Preemptive Rights Pro Rata Portion of all such types and classes of Securities. Such Securities specified in the Partnership be obligated to offer to sell Series A Parity Securities to Preemptive Rights Notice that are not purchased by the Series A Preemptive Rights Holders pursuant to the terms of this Section 5.11(b)(viii2.2(d) may be issued and sold by the Company to any Purchaser (on economic terms no more or less favorable than the terms offered in connection with any securities such Preemptive Rights Notices) within one hundred twenty (120) days of the date of the Preemptive Rights Notice. Any such Securities not issued within such one hundred twenty (120)‑day period will be subject to the owners provisions of another entity this Sections 2.2(d) upon subsequent issuance. The sale and issuance of Exempt Securities shall not be subject to the preemptive rights set forth in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitythis Section 2.2(d).

Preemptive Rights. Prior If the Board determines to issue Additional Securities, each Member that is a holder of Common Units and/or Preferred Units (including Common Units issued upon conversion of Preferred Units) to the extent that each is an accredited investor (an “Eligible Member”) shall have the right to purchase up to such Eligible Member’s pro rata share (as calculated below and, in the case of Walgreens, calculated to include the ownership of Blocker Equities to the extent Walgreens has ownership of Blocker Equities in connection with determining such pro rata share) of all (or any part of) the Additional Securities which the Company may, from time to time, propose to sell and issue; provided, however, that, for a given issuance of Additional Securities, if Walgreens in its sole discretion expressly exercises its rights to maintain a Specified Stake under Section 3.4 (rather than exercising its rights as an Eligible Member under this Section 3.3), then the number of Additional Securities to which this Section 3.3 applies for any applicable Member other than Cigna shall be reduced by the number of Additional Securities that Walgreens is purchasing pursuant to Section 3.4 and Walgreens shall not be deemed to be an Eligible Member under this Section 3.3 for purposes of such issuance of Additional Securities. Notwithstanding anything to the contrary herein, in connection with any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoingAdditional Securities, in no event shall the Partnership be obligated proviso in the immediately preceding sentence grant Cigna preemptive rights with respect to offer a number of Additional Securities in excess of the number of Additional Securities subject to sell Series A Parity Securities Walgreen’s preemptive rights with respect to such issuance multiplied by the quotient obtained by dividing the number of Common Units at the time owned by Cigna on a Fully Diluted Basis by the total number of Common Units then owned by Walgreens on a Fully Diluted Basis. The preemptive rights granted to the Series A Preemptive Rights Holders pursuant to Eligible Members under this Section 5.11(b)(viii) in connection with any securities issued 3.3 shall be subject to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.following terms and conditions:

Preemptive Rights. 5.1 Preemptive Rights. Prior to the earlier of the Company IPO or the Parent IPO, in the event that the Company proposes to issue or sell any New Securities, it shall, no later than 30 days prior to the consummation of such transaction, give notice in writing (the "New Securities Notice") to each of the Qualified EDS Shareholders (each, a "Preemptive Rights Offeree") of such proposed issuance of Series A Parity New Securities. The New Securities permitted under Section 5.11(b)(iiiNotice shall describe the proposed issuance of New Securities (including the amount and price of such New Securities), identify the Partnership shallproposed purchaser(s), and contain an offer (the "Preemptive Rights Offer") to sell to each Preemptive Rights Offeree, at the same price and for the same consideration to be paid by the proposed purchaser(s), all or part of such Preemptive Rights Offeree's pro rata portion (as determined by the next sentence) of the New Securities. Following receipt of such notice, each Preemptive Rights Offeree shall have ten (10) days (the "Preemptive Rights Waiting Period") during which it may elect to purchase a pro rata portion of the New Securities determined by dividing the number of Ordinary Shares held by such Preemptive Rights Offeree by the aggregate number of Ordinary Shares outstanding immediately prior to the proposed issuance of New Securities, calculated on a fully diluted, as converted basis. Such election shall be made by delivering written notice to the Series A Preemptive Rights Holders Company of such election (the “"Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of Election") specifying either (Aa) the number of Series A Preferred Units held by Ordinary Shares that it elects to purchase in an amount up to, but not exceeding, its pro rata portion or (b) that such Series Preemptive Rights Offeree wishes to purchase its pro rata share of such New Securities as calculated above. A Preemptive Rights Holder on the date of the Offeree who fails to give such Notice of Issuance divided by (B) Preemptive Election shall have no further pre-emptive rights to which the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on New Securities Notice is related and the date of Company may offer and sell such New Securities as it desires. If the Company does not effectuate such sale described in the New Securities Notice of Issuance; provided, that within 90 days after the offer expiration of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided30-day period, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder it shall be deemed required to have waived again comply with this Section 4 prior to effectuating any and all rights to purchase such Series A Parity Securities in such transactionsale. Notwithstanding the foregoing, if the Board of Directors of the Company determines, in no event shall good faith, that it is desirable for the Partnership be obligated Company to offer to sell Series A Parity consummate the issuance or sale of any New Securities prior to the Series A expiration of the Preemptive Rights Holders pursuant Waiting Period, then the Company shall be entitled to consummate such transaction prior to the expiration of the Preemptive Rights Waiting Period, provided, that following the consummation thereof, the Company shall promptly take all reasonably necessary and appropriate action to enable each Preemptive Rights Offeree, who otherwise would have given a Notice of Preemptive Election in respect of a Preemptive Rights Offer had the Company effectuated such transaction in accordance with the terms and conditions of this Section 5.11(b)(viii5.1, to purchase (whether from the Company or from one or more Persons who purchased Ordinary Shares in such transaction) in connection with a sufficient number of Ordinary Shares to maintain such Preemptive Rights Offeree's pro rata ownership of Ordinary Shares (as calculated immediately prior to such transaction). Notwithstanding the foregoing, the EDS Shareholders shall not have any securities New Securities issued to the owners of another entity in connection with the acquisition Deed of Guarantee and Indemnity between Fox Xxxxx Capital Fund II International L.P. and The Governor and Company of the Bank of Scotland; provided, however, that (a) the Company will, within a reasonably period of time after the date hereof, provide any Qualified EDS Shareholders with a right to subscribe for a proportionate interest in the securities to be issued to Fox Xxxxx, and (b) such entity by the Partnership by merger, consolidation, sale or exchange of EDS Shareholders will have at least 30 days to irrevocably commit to purchase such securities, purchase of substantially all of at the assetssame price as Fox Xxxxx Capital Fund II International L.P., or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of if such entity.securities are ever sold to Fox Xxxxx Capital Fund II International L.P.

Preemptive Rights. Prior Subject to the terms and conditions contained in this Agreement, each Class A Member shall have the preemptive right to purchase its pro rata portion of any issuance newly issued Common Units that the Company may, from time to time, propose to sell and issue (the “Preemptive Right”). Any portion of Series such newly issued Common Units not purchased pursuant to the Preemptive Right may be sold to other Members or to other purchasers. Each Class A Parity Securities permitted under Section 5.11(b)(iii)Member shall have ten (10) business days following approval of the newly issued Common Units, and receiving written notice thereof, to agree to purchase up to its pro rata portion of the Partnership shallnewly issued Common Units, for the price and upon the terms specified in the approval of such newly issued Common Units, by giving written notice to the Series A Preemptive Rights Holders (Managers and stating therein the “Notice quantity of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner newly issued Units to be reasonablepurchased. Upon exercise of the Preemptive Right, which offer the Company and the relevant Member shall be made on legally obligated to consummate the purchase contemplated thereby and shall use their reasonable best efforts to secure any approvals required in connection therewith. In the event a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder Member fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities Preemptive Right within said ten (10) Business Days business day period, the Company shall have a period of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer one year thereafter to sell Series or enter into an agreement to sell the newly issued Common Units not elected to be purchased by such Class A Parity Securities Member. In the event the Company has not entered into an agreement to sell such Common Units within said one year period, the Company shall not thereafter issue or sell any newly issued Common Units without first offering such Common Units to the Series Class A Preemptive Rights Holders pursuant to Members as provided in this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity3.5.

Preemptive Rights. Prior (a) In the event that the Company or any Appgate Entity proposes to issue New Securities to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person, in each case, the Partnership shallBoard of Managers shall provide written notice thereof to each Class C Common Rights Holder (an “Issuance Notice”). The Issuance Notice shall set forth (i) the Company’s or such Appgate Entity’s bona fide intention to offer such New Securities, (ii) the number of such New Securities that are available for issuance pursuant to this Section 3.04 and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) For a period of 10 days from delivery of the Issuance Notice, each Class C Common Rights Holder shall have the right to elect, by giving written notice to the Series A Company, to purchase up to its respective Preemptive Right Pro-Rata Percentage of the New Securities available for issuance pursuant to this Section 3.04. At the expiration of such 10 day period, the Company shall promptly notify in writing each Class C Common Rights Holder that elects to purchase its full Preemptive Right Pro-Rata Percentage of such New Securities (each a “Preemptive Right Electing Member”) of any other Class C Common Rights Holder’s failure to do so. For a period of 5 days (the “Subscription Period”) after the Company has delivered such notice, each Preemptive Right Electing Member may, by giving written notice to the Company, elect to purchase up to its Preemptive Right Pro-Rata Percentage of the New Securities that were not subscribed for by the other Class C Common Rights Holders pursuant to the first sentence of this Section 3.04(b). If at the end of the Subscription Period (i) there remain New Securities that have not been subscribed for by such Class C Common Rights Holder and the Preemptive Right Electing Members and (ii) there remain additional Preemptive Right Electing Members who wish to subscribe for additional New Securities, then the Company shall follow the procedures set forth in the second sentence of this Section 3.04(b) as frequently as necessary during the 2 day period immediately following the end of the Subscription Period until all such remaining New Securities have been fully subscribed for or there are no longer any Preemptive Right Electing Members who wish to subscribe for additional New Securities; provided, however, if at any time there is only one Preemptive Right Electing Member who wants to buy additional New Securities, such Preemptive Right Electing Member shall have the option to purchase up to the entire amount of the then available additional New Securities. (c) In the event that the Board of Managers determines in good faith that the Company or any Appgate Entity has a time sensitive need to issue New Securities to any Person and receive the applicable Capital Contributions or purchase price for such New Securities, the Board of Managers shall have the right to cause the Company or such Appgate Entity to issue any or all of such New Securities to one or more Class C Common Rights Holders (the “Notice Initial Subscribers”) prior to the expiration of Issuance”the applicable exercise periods set forth in Section 3.04(b) above. In the event that the Board of Managers exercises such right, not later than 90 days after the issuance of the New Securities pursuant to this Section 3.04(c), if any, the Company or such Appgate Entity shall offer to sell such Series A Parity Securities to the Series A Preemptive Class C Common Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all their respective rights to purchase such Series A Parity New Securities in such transaction. Notwithstanding the foregoingpursuant to Section 3.04(b) above and, in no the event that one or more Class C Common Rights Holder exercises such rights, the Initial Subscribers shall the Partnership be obligated to offer to sell Series A Parity Securities back to the Series A Preemptive Company such issued New Securities, and the Company or such Appgate Entity shall reissue such New Securities as necessary to put each Class C Common Rights Holders pursuant to this Section 5.11(b)(viii) Holder in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entity.same position,

Preemptive Rights. Prior Except as regards the shares to any issuance of Series A Parity Securities permitted under be issued to the ASE Group and/or ASE Representative pursuant to Section 5.11(b)(iii2.08(c), above or to employees pursuant to Section 2.08(d), above, each of the Partnership parties hereto, so long as it remains a shareholder of the Company, shall, by written notice to the Series A Preemptive Rights Holders (greatest extent permitted by applicable Cayman Islands laws, have a preemptive right to subscribe for additional shares of the “Notice of Issuance”)Company which may, if anyfrom time to time, offer to sell such Series A Parity Securities be issued in a cash injection capital increase or, to the Series A Preemptive Rights Holders on terms and subject extent such issuance is, or may become, permitted by applicable law, any other equity, debt convertible to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date equity or other quasi-equity securities of the Notice of Issuance divided by (B) Company, in proportion to such party’s then shareholding in the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date Company. Each of the Notice of Issuance; providedparties hereto shall, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days business days of the Notice receipt of Issuancea notice from the Company stating the general terms of the new issue, the number of new shares (or other securities) proposed to be issued and the proposed issue price deliver a written response to the Company stating the number of the new shares (or other securities) to which such Series A Preemptive Rights Holder party wishes to subscribe. Any party failing to respond within such period shall be deemed to have waived any and all its preemptive rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities with respect to the Series A Preemptive Rights Holders relevant issue; provided, that, if any ASE Entity or PSC Entity, as applicable, shall elect or be deemed to have elected, not to subscribe for new shares (or other securities), the Company shall so notify the ASE Representative or the PSC Representative, as applicable (the “Follow Up Notice”), and the relevant representative may by notice to the Company given within ten (10) days after receipt of the Follow Up Notice designate another ASE Entity(ies) or PSC Entity(ies) or any affiliates of ASE Representative or PSC Representative, as applicable (“Designated Take Up Party”), to take up the relevant shares (or other securities); provided, further, that, if the Designated Take Up Party is not an original subscriber to the Company’s shares under Section 2.08(b), above, the selection of such Designated Take Up Party shall be subject to the approval of the other representative. Any newly offered shares (or securities) not subscribed to pursuant to this Section 5.11(b)(viii) in connection with any securities may be issued to such investors as the owners Board of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all Directors of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityCompany shall decide.

Preemptive Rights. Prior (a) Until the earliest of (i) such time as Xxxxxxxxx Partners LLC – Series A and/or Affiliates of Coliseum Capital Management, LLC (which for purposes of this Section 11 shall not include any direct or indirect transferee, assignee or other successor in interest to the Preferred Shares (other than any Affiliate or Affiliates of Xxxxxxxxx Partners LLC – Series A or Coliseum Capital Management, LLC), or rights under this Agreement, held by the Preferred Subscriber named on the signature pages hereto) collectively cease to hold, directly or indirectly, at least 20% of the then-outstanding shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares), (ii) the Effective Date (as defined in the Certificate of Designations) of a Fundamental Change (as defined in the Certificate of Designations) and (iii) five (5) years from the Issue Date (as defined in the Certificate of Designations), if the Company proposes to sell and issue any shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares) to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii)Person (the shares to be so sold or issued, the Partnership shall, by written notice to the Series A “Preemptive Rights Holders (the “Notice of IssuanceSecurities”), if any, then the Preferred Subscriber shall have a right of first offer to sell purchase such portion of such Preemptive Securities as is equal to the percentage of all then-outstanding shares of preferred stock (including, without limitation, Preferred Shares or any other series of preferred shares) owned by the Preferred Subscriber (the Preferred Subscriber’s “Preemptive Percentage”). Notwithstanding the foregoing, if Coliseum Capital Management, LLC ceases to be the investment manager of Xxxxxxxxx Partners LLC – Series A Parity Securities to for any reason, then the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which Preferred Subscriber shall have a right of first offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Preemptive Securities no less than the Preferred Subscriber Percentage, and no greater than the Preferred Subscriber’s Preemptive Percentage, and such portion elected to be purchased by the Preferred Subscriber shall be its “Preemptive Percentage”. As used herein, the “Preferred Subscriber Percentage” shall be a percentage, equal to the quotient of (Ai) the number then-outstanding shares of Series A preferred stock (including, without limitation Preferred Units held Shares or any other series of preferred shares) owned, directly or indirectly, by such Series A Preemptive Rights Holder on the date Affiliates of the Notice of Issuance Coliseum Capital Management, LLC, divided by the total then-outstanding shares of preferred stock (B) the aggregate number including, without limitation Preferred Shares or any other series of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entitypreferred shares).

Preemptive Rights. Prior (a) If, subject to Section 4.07(d), at any issuance time prior to the Initial Public Offering, the Company or any of Series A Parity Securities permitted under Section 5.11(b)(iiiits controlled Affiliates proposes to issue additional Company Shares, any warrants, options or other rights to acquire Company Shares, debt securities that are convertible into Company Shares or any other equity securities of the Company or its controlled Affiliates (the “Participation Shares”), the Partnership shallCompany shall provide written notice to each Stockholder of such anticipated issuance no later than ten (10) days prior to the anticipated issuance date. Such notice shall set forth the principal terms and conditions of the issuance, including the proposed purchase price for the new Participation Shares, and the Pro Rata Portion of such new Participation Shares which the Stockholder to which the notice is directed may purchase in connection with such issuance. Each Stockholder shall have the right to purchase (and, with respect to the Co-Investment Entities, to the extent required pursuant to the preemptive obligations in the operating agreement of such Co-Investment Entity shall elect its right to participate to the extent permitted in such operating agreement) up to its Pro Rata Portion of such new Participation Shares (which in the case of an issuance of Participation Shares by a controlled Affiliate of the Company will be determined on a “look-through” basis) at the price and on the terms and conditions specified in the Company’s notice by delivering an irrevocable written notice to the Series A Preemptive Rights Holders Company no later than ten (10) days from the “Notice of Issuance”)date such notice is delivered to such Stockholder, if anyat the price and upon the terms specified in such notice, offer to sell such Series A Parity Securities by delivering an irrevocable written notice to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) Company setting out the number of Series A Preferred Units new Participation Shares with respect to which such right is exercised. Such notice shall also include the maximum number of new Participation Shares the Stockholder would be willing to purchase in the event any other Stockholder elects to purchase less than its Pro Rata Portion of such Participation Shares. If any Stockholder fails to elect to purchase its full Pro Rata Portion of such new Participation Shares, the Company shall allocate any remaining amount among those Stockholders (pro rata in accordance with the Company Shares then held by each such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) Stockholder relative to the aggregate number of Series A Preferred Units Company Shares held by all Series A Preemptive Rights Holders on the date Stockholders participating in issuance of Participation Shares and by any employee stockholders of the Notice Company exercising “preemptive” or similar rights) who have indicated in their notice to the Company a desire to purchase new Participation Shares in excess of Issuancetheir respective Pro Rata Portions (it being understood that if Stockholders elect to purchase more new Participation Shares than remain available for sale, such allocation shall be made pro rata in accordance with the Company Shares then held by each such Stockholder relative to the aggregate number of Company Shares held by all Stockholders participating in issuance of Participation Shares and by any employee stockholders of the Company exercising “preemptive” or similar rights; providedprovided that in the case of a Co-Investment Entity, that the offer of such Series A Parity Securities allocation shall not be on a basis less favorable to in excess of the Series A Preemptive Rights Holders than maximum number of Newly Issued Securities each such Member (as such terms are defined in the operating agreement of such Co-Investment Entity) is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right willing to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, as set forth in such Series A Preemptive Rights Holder notice); provided that no Stockholder shall be deemed to have waived any and all rights required to purchase such Series A Parity Securities more Participation Shares than the maximum number set forth in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityStockholder’s irrevocable written notice.

Preemptive Rights. Prior to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iii), the Partnership shall, by written notice to the Series A Preemptive Rights Holders Each Member shall have a right (the “Notice Preemptive Right”) to purchase its Percentage Interest of Issuance”)any New Securities that the Company or any of its Subsidiaries may, if anyfrom time to time, offer propose to sell such Series A Parity Securities to or issue, on the Series A Preemptive Rights Holders on terms and subject conditions it so proposes and so long as the sale or issuance to conditions determined by such Member would not violate any applicable law. If the General Partner Company or such Subsidiary proposes to be reasonableundertake an issuance of New Securities, which offer the Company shall be made on a Pro Rata basis give each such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion Member written notice (an “Issuance Notice”) of such Series A Parity Securities equal to the quotient of intention, describing (Aa) the number type of Series A Preferred Units held by such Series A Preemptive Rights Holder on New Securities, (b) the date identity of the Notice of Issuance divided by prospective subscriber(s) and (Bc) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on price and the date of general terms and conditions upon which the Notice of Issuance; provided, that the offer of Company or such Series A Parity Securities Subsidiary proposes to issue such New Securities. Each such Member shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within have ten (10) Business Days after the receipt of such notice to agree to purchase up to the product of (i) such Member’s respective Percentage Interest, multiplied by (ii) the number of New Securities proposed to be issued, for the price and upon the terms and conditions specified in such Issuance Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. If any such Member fails to so respond in writing within such ten (10)-Business Day period, then such Member shall forfeit the right hereunder to purchase its share of such New Securities. For a period of ninety (90) days following the expiration of the Notice of Issuanceten (10)-Business-Day period as described above, the Company or such Series A Preemptive Rights Holder shall be deemed to have waived Subsidiary may issue or sell any and all rights to purchase such Series A Parity New Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders not subscribed for pursuant to this Section 5.11(b)(viii) in connection with any securities issued 3.7, to the owners of another entity in connection with the acquisition of such entity subscriber(s) approved by the Partnership Board and at a price and upon terms and conditions not more favorable to the subscriber(s) thereof than specified in the Issuance Notice. If the Company or such Subsidiary has not issued or sold such New Securities within such period, neither the Company nor such Subsidiary shall thereafter issue or sell such New Securities, without first again offering such securities to such Members in the manner provided in this Section 3.7. Nothing in this Section 3.7 shall be construed as permitting an issuance of New Securities without obtaining any required approval under Section 9.1.11. The exercise or election not to exercise any right by merger, consolidation, any Member hereunder shall not adversely affect its right to participate in any other sale or exchange issuance of securities, purchase of substantially all of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityNew Securities pursuant to this Section 3.7.

Preemptive Rights. Prior (a) Except as set forth in subparagraph (c) below, the Company and its Subsidiaries will not issue, sell or otherwise transfer for consideration to any issuance of Series A Parity Securities permitted under Section 5.11(b)(iiiCHS Group member (an "Issuance"), at any time after the Partnership shalldate hereof and prior to an initial Public Offering, any Common Stock, Preferred Stock or other class of Stockholder Shares or any class of capital stock of the Company's Subsidiaries unless, at least 15 days and not more than 60 days prior to such issuance, the Company notifies each other Stockholder in writing of the Issuance (including the price, the purchaser thereof and the other terms thereof) and grants to each other Stockholder, the right (the "Right") to subscribe for and concurrently purchase such Common Stock, Preferred Stock, any other class of Stockholder Shares or any class of capital stock of the Company's Subsidiaries which are issued to any CHS Group member (collectively, the "Preemptive Stock") in the same proportion as purchased by CHS Group member at the same price and on the same terms as issued in the Issuance such that, after giving effect to the Issuance and exercise of the Right, the percentage of the Preemptive Stock immediately following such issuance owned by such holder shall equal the percentage of the outstanding Stockholder Shares or any class of capital stock of the Company's Subsidiaries as was owned by such holder prior to the Issuance on a fully diluted basis (but excluding any Stockholder Shares or any class of capital stock of the Company's Subsidiaries which are not then fully vested and, in the case of options, warrants or other rights to acquire capital stock, immediately exercisable, convertible or exchangeable for Stockholder Shares or any class of capital stock of the Company's Subsidiaries issued in such Issuance), or such lesser amount designated by such holder. Any Issuance will be for fair market value as determined by the Board in good faith. If the CHS Group member that is purchasing Preemptive Stock is required generally to also purchase other securities of the Company, then such participating member in the Right shall also be required to purchase the same strip of securities (on the same terms and conditions) that such CHS Group member is required to purchase. The Right may be exercised by such holder at any time by written notice to the Series A Preemptive Rights Holders (Company that is received by the “Notice Company within 10 days after receipt by such holder of Issuance”), if any, offer the notice from the Company referred to sell such Series A Parity Securities above. The closing of the purchase and sale pursuant to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date exercise of the Notice of Issuance divided by (B) Right shall occur at least 10 days after the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date Company receives notice of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder shall be deemed to have waived any Right and all rights to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders pursuant to this Section 5.11(b)(viii) in connection with any securities issued to the owners of another entity in connection concurrently with the acquisition of such entity by the Partnership by merger, consolidation, sale or exchange of securities, purchase of substantially all closing of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityIssuance.

Preemptive Rights. Prior In the event the Company proposes to any undertake an issuance or sale of Series A Parity Securities permitted under Section 5.11(b)(iiiadditional Units (“New Units”), the Partnership shallCompany shall provide written notice (the “Preemptive Right Notice”) to each Member of such intention, by describing the number and terms of the New Units proposed to be issued or sold, the price per New Unit and the general terms upon which the Company proposes to issue or sell the New Units. Each Member shall have thirty (30) days from the date the Preemptive Right Notice is received to give the Company written notice of such Member’s election to purchase all or any portion of such Member’s share of such New Units for the price and upon the terms specified in the Preemptive Right Notice. Such Member’s notice shall state the quantity of New Units such Member desires to purchase. Any Member who does not provide such notice to the Series A Preemptive Rights Holders Company within such thirty (the “Notice of Issuance”), if any, offer to sell such Series A Parity Securities to the Series A Preemptive Rights Holders on terms and subject to conditions determined by the General Partner to be reasonable, which offer shall be made on a Pro Rata basis such that each Series A Preemptive Rights Holder shall be entitled to purchase a portion of such Series A Parity Securities equal to the quotient of (A30) the number of Series A Preferred Units held by such Series A Preemptive Rights Holder on the date of the Notice of Issuance divided by (B) the aggregate number of Series A Preferred Units held by all Series A Preemptive Rights Holders on the date of the Notice of Issuance; provided, that the offer of such Series A Parity Securities shall not be on a basis less favorable to the Series A Preemptive Rights Holders than is offered to any purchaser thereof who is not a Series A Preemptive Rights Holder; provided, further that if any Series A Preemptive Rights Holder fails to provide written notice of its intent to exercise its right to purchase Series A Parity Securities within ten (10) Business Days of the Notice of Issuance, such Series A Preemptive Rights Holder day period shall be deemed to have waived any and all such Member’s preemptive rights under this Section 2.1(d)(2) with respect to such New Units, provided the Company consummates the issuance thereof within one hundred twenty (120) days after it provides the Preemptive Right Notice to the Members at a price equal to or higher than the price specified in the Preemptive Right Notice given to the Members by the Company under this Section 2.1(d)(2). Each Member so electing to purchase such Series A Parity Securities in such transaction. Notwithstanding the foregoing, in no event shall the Partnership be obligated to offer to sell Series A Parity Securities to the Series A Preemptive Rights Holders New Units pursuant to this Section 5.11(b)(viii2.1(d)(2) shall be entitled to purchase his or its pro rata share of the number of New Units specified in connection with any securities issued the Preemptive Right Notice based on such electing Member’s Ownership Percentage relative to the owners aggregate Ownership Percentage of another entity all electing Members. If any New Units remain after the application of the preceding sentence, the Company shall notify the Members properly electing to purchase the entire share of the New Units that they were entitled to purchase pursuant to this Section 2.1(d)(2) and such Members shall be entitled, for a period of ten (10) days thereafter, to purchase such remaining New Units pro rata in connection accordance with the acquisition of such entity their relative Ownership Percentage. Any New Units remaining thereafter may be issued by the Partnership by merger, consolidation, sale Company within one hundred twenty (120) days after it provides the Preemptive Right Notice to the Members on terms no less favorable than those contained in the Preemptive Right Notice. This Section 2.1(d)(2) shall not apply to Class A Units issued pursuant to Section 1.3 or exchange of securities, purchase of substantially all Section 1.4 of the assets, or other reorganization whereby the Partnership acquires more than 50% of the voting power or assets of such entityUnit Purchase Agreement.