Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. If ResNet issues any additional shares of its capital ----------------- stock (including by sale of treasury stock), each Stockholder shall have the preemptive and preferential right, in proportion to its percentage ownership of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNet.

Preemptive Rights. If ResNet issues In the event that, prior to the consummation of a Qualified Public Offering, the Company seeks to sell shares (other than shares issued pursuant to employee benefit and stock option plans of the Company and other than in connection with acquisitions or the exercise of any additional warrants issued in the Debt Financing) in a private or similar non-public placement, each of the Preferred Investor Common Stockholders and the Individual Investors shall be entitled to acquire, at the proposed offering price of such shares, that number of shares equal to the aggregate number of shares proposed to be so offered multiplied by a fraction, the numerator of which shall be the number of fully-diluted shares owned by each respective Stockholder and, without duplication, such Stockholder's Permitted Transferees (or, in the case of any Preferred Investor Common Stockholder, any transferee of such Preferred Investor Common Stockholder), and the denominator of which shall be the aggregate number of fully-diluted shares owned by all Stockholders and, without duplication, their Permitted Transferees (or, in the case of any Preferred Investor Common Stockholder, any transferee of such Preferred Investor Common Stockholder). In connection with any proposed issuance of such shares, the Company shall give to each Stockholder at least 15 days prior written notice of its capital ----------------- stock (including by sale intention to effect such issuance, specifying in such notice the number of treasury stock)shares to be sold, each and the proposed offering price per share. Each Stockholder shall have the preemptive and preferential right, in proportion to its percentage ownership exercisable within 10 days after receipt of the capital stock of ResNet immediately prior to such issuancenotice, to elect to purchase and subscribe for additional up to the maximum number of shares of to which such Stockholder is entitled to acquire hereunder with such purchase being effected by such Stockholder's payment to the capital stock of ResNetCompany, upon on or before the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately 20th day after such stock issuancenotice, by wire transfer of immediately available funds, an amount equal to the number of shares to be purchased by such Stockholder, multiplied by the offering price per share, against delivery of certificates evidencing the number of shares so acquired, which will be issued in the name of such Stockholder. To the extent any shares proposed to be sold in such private placement shall not have been subscribed to by an existing Stockholder, the same percentage ownership Company shall be free thereafter to sell such shares by way of a private placement, or similar offering, at an offering price per share not less than that set forth in the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect notice to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNet.

Preemptive Rights. If ResNet issues Except for issuances of (A) Equity Securities issued in connection with debt financings, debt refinancings, debt restructurings or similar transactions, (B) Equity Securities issued in connection with strategic transactions involving the Company or any additional shares of its capital ----------------- stock Subsidiaries and other Persons (including by Equity Securities issued in connection with joint ventures and similar arrangements or as consideration in connection with an acquisition transaction) the primary purpose of which is other than for capital raising purposes, (C) Equity Securities issued upon exercise or conversion of any Warrants, or other Equity Securities which were issued in compliance with the terms hereof, (D) Equity Securities issued to officers, directors, consultants, employees or other service providers (including the EIK Manager) of the Company or any of its Subsidiaries pursuant to the Management Agreement or any incentive or compensation plans, (E) Units issued in connection with any Unit split, Unit dividend or recapitalization of the Company or (F) up to $125,000 in preferred Equity Securities issued to the Investor to facilitate the admission of accommodation preferred holders at the Investor, if the Company authorizes the issuance or sale of treasury stock)any Equity Securities, the Company shall offer to sell to each Stockholder shall have the preemptive and preferential right, in proportion to its percentage ownership Member (other than Excluded Members) a portion of the capital stock of ResNet such securities such that such Member’s Percentage Interest immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon issuance or sale would be the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have its Percentage Interest immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuanceissuance or sale; provided, however, that LodgeNet no Member who solely owns Profit Units or is entitled to purchase less than $10,000 of such securities after determination of such Member’s Percentage Interest (an “Excluded Member”) shall have no preemptive any rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock under this Section 3.4.6. Each such Member shall be deemed entitled to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until purchase such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be securities at the most favorable price and on the most favorable terms applicable as such securities are to be offered to any purchaser other Persons; provided, that if all Persons entitled to purchase or receive such securities are required to also purchase other securities of the Company, the holders exercising their rights pursuant to this Section 3.4.6 shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The purchase price for all Equity Securities offered to such holders hereunder shall be payable in cash. Notwithstanding anything to the contrary contained herein, the rights of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will Member pursuant to this Section 3.4.6 shall be deemed satisfied if the Company provides (or causes to be provide) each Member entitled to such rights the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extendpurchase from the Company or any Person within thirty (30) days after the issuance giving rise to such right (or, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rightsissuances contemplated by Section 3.4.1(c), thirty (30) days after the final determination of Fair Market Value), the same amount of Equity Securities that such Member had the right to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetpurchase under this Section 3.4.6.

Preemptive Rights. If ResNet issues (a) Except for (i) issuances of pro rata dividends to all holders of Common Stock, (ii) stock issued to employees, officers or directors of WMC or its subsidiaries (including, without limitation, Western Multiplex) in connection with management options or incentive plans approved by WMC's Board of Directors, (iii) stock issued in connection with any additional shares merger, acquisition, business combination, joint venture, partnership or limited liability company of WMC or its capital ----------------- stock subsidiaries (including by sale of treasury stockincluding, without limitation, Western Multiplex), each Stockholder shall have (iv) issuances pursuant to the preemptive exercise of the Warrants or pursuant to the exercise, conversion or exchange of any security whose issuance was subject to this Section 9.01(a), Ripplewood and preferential rightThe Trust and their respective Permitted Transferees, in proportion order to its enable them to maintain their respective fully diluted percentage ownership of the Common Stock (calculated as though WMC and Western Multiplex are a single entity), shall have preemptive rights, as hereinafter set forth, to purchase any capital stock (subject to the proviso below), including any warrants or securities convertible into capital stock, of ResNet WMC hereafter issued by WMC so that each of Ripplewood and The Trust and their respective Permitted Transferees shall hereafter be entitled to acquire a percentage of capital stock which is hereafter issued equal to the same percentage of the issued and outstanding Common Stock (calculated as though WMC and Western Multiplex are a single entity) as is held by such holder immediately prior to such issuance, to purchase and subscribe for additional shares of the date on which the capital stock of ResNetis to be issued, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial any shares of Common Stock or any Conversion Stock, Reconciliation Stock, warrants or Option securities convertible into Common Stock purchased by Ripplewood and its Permitted Transferees pursuant to this Section 9.01(a) shall be issued to TCI-Satellite and provided further that for purposes shares of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial or warrants or securities convertible into WMC Class B Common Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional any shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares or warrants or securities convertible into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder purchased by The Trust and its permitted transferees pursuant to this Section 9.01(a) shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, warrants or debt securities convertible into common stock WMC Class A Common Stock. As used herein, "issue" (and variations thereof) includes sales and transfers by WMC of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNettreasury shares.

Preemptive Rights. If ResNet issues If, after the date hereof and prior to the ----------------- conversion of the Convertible Preferred Stock by Preferred Stock Holders holding a majority of the Convertible Preferred Stock, the Company shall propose to issue or sell New Securities (as hereinafter defined) or enter into any additional shares contracts, commitments, agreements, understandings or arrangements of its capital ----------------- stock (including by any kind relating to the issuance or sale of treasury stock)any New Securities, each Stockholder Preferred Stock Holder shall have the preemptive right to purchase that number of New Securities at the same price and preferential righton the same terms proposed to be issued or sold by the Company so that such holder would after the issuance or sale of all of such New Securities, in proportion to its percentage ownership hold the same proportional interest of the capital stock of ResNet immediately then outstanding Shares (assuming that any securities or other rights convertible or exchangeable into or exercisable for Shares have been converted, exchanged or exercised) as was held by it prior to such issuance, to purchase issuance and subscribe sale (the "Proportionate Percentage"). "New ------------------------ --- Securities" shall mean any securities or other rights convertible or ---------- exchangeable into or exercisable for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuanceShares; provided, however, that LodgeNet shall have no preemptive "New -------- ------- Securities" does not include: (i) Common Stock issued or issuable on conversion of the Convertible Preferred Stock or upon the exercise of options outstanding on the date hereof; (ii) Shares issued pursuant to any rights or agreements including, without limitation, any security convertible or exchangeable, with or without consideration, into or for any stock, options and warrants, provided that the rights established by this Section 6.1 apply with respect to the Initial Stock initial sale or grant by the Company of such rights or agreements; (iii) securities issued by the Company as part of any Conversion Stockpublic offering pursuant to an effective registration statement under the Securities Act; (iv) Shares issued in connection with any stock split, Reconciliation Stockstock dividend, recapitalization, spin-off, or Option Stock to be split-off of the Company; (v) Shares issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each management, directors or employees of, or consultants to, the Company pursuant to plans outstanding as of the Stockholders date hereof, and options to purchase Shares issued in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if accordance with such plans or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNet.other

Preemptive Rights. If ResNet issues If, after the Closing Date, the Company shall propose to issue or sell New Securities or enters into any additional shares contracts, commitments, agreements, understandings or arrangements of its capital ----------------- stock (including by any kind relating to the issuance or sale of treasury stock)any New Securities and a Purchaser still holds twenty percent (20%) of the Convertible Preferred Stock acquired hereby by such Purchaser, then each Stockholder such Purchaser shall have the preemptive right to purchase that number of New Securities at the same price and preferential righton the same terms proposed to be issued or sold by the Company so that such Purchaser would after the issuance and sale of all such New Securities, in proportion to its percentage ownership hold the same proportional interest of the capital stock then outstanding shares of ResNet Common Stock (assuming that any outstanding securities or other rights, including the Convertible Preferred Stock, convertible or exchangeable into or exercisable for Common Stock have been converted, exchanged or exercised) as was held by such Purchaser immediately prior to such issuanceissuance and sale (the "Proportionate Percentage"). The Company shall give each Purchaser written notice of its intention to issue and sell New Securities, to purchase describing the type of New Securities, the price and subscribe for additional shares of the capital stock of ResNet, upon the same general terms and conditions as upon which the Company proposes to issue the same. Each Purchaser shall have twenty-five (25) 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 Company and stating therein the quantity of New Securities to be purchased. If Purchasers fail to exercise in full such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuanceright within twenty-five (25) days, the same percentage ownership Company shall have one hundred twenty-five (125) days thereafter to sell the New Securities in respect of which Purchasers' rights were not exercised, at a price and upon general terms and conditions no more favorable to the buyers thereof than specified in the Company's notice to Purchasers pursuant to this Section. 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 Purchasers the right to purchase their Proportionate Percentage in the manner provided above. Shelf Registration. ------------------- Within 45 days after the Closing Date, the Company shall prepare and file with the SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the capital stock Securities Act (a "Shelf Registration") registering the resale from time to time by Purchasers of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Registrable Securities (the "Initial Shelf Registration"). The Registration Statement for any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Purchasers in the manner or manners designated by them. The Company shall use its best efforts to cause the Initial Shelf Registration to become effective under the Securities Act as promptly as is practicable and to keep the Initial Shelf Registration continuously effective under the Securities Act until the end of the Effectiveness Period. If the Company fails to file the Initial Shelf Registration within 45 days after the Closing Date, then, unless such a delay is attributable to any Purchaser not timely providing information reasonably requested by the Company, the dividend payable upon the Convertible Preferred Stock shall increase to 15% per annum until such Initial Shelf Registration is filed. In such instance, upon filing such Initial Shelf Registration, the dividend shall revert to 5%. Notwithstanding the foregoing, until the Initial Shelf Registration is declared effective by the Securities and the Conversion Exchange Commission, no shares of Convertible Preferred Stock shall be deemed converted pursuant to Section 4(b) of the Certificate of Designation. If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be owned by TCI-Satellite effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities shall have been sold or shall have ceased to be Registrable Securities), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty days of such cessation of effectiveness amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Reconciliation Stock Registrable Securities (a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration to become effective as promptly as is practicable after such filing and Option Stock to keep such Registration Statement continuously effective until the end of the Effectiveness Period. The Company shall be deemed supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration, if required by the Securities Act or the SEC, or if reasonably requested by Purchasers. From time to time, the Company shall prepare and file with the SEC a post-effective amendment to the Shelf Registration or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or any other required document, so that such Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be owned by TCI- Satellite if it stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provide Purchasers copies of any documents filed in such numbers as Purchasers shall reasonably request; and inform Purchasers that the Company has been issued andcomplied with its obligations and that the Registration Statement and related Prospectus may be used for the purpose of selling all or any of such Registrable Securities (or that, if or the Company has filed a post-effective amendment to the extent that it Shelf Registration which has not yet been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying termsdeclared effective, the preemptive rights of Company will notify Purchasers to that effect, will use its best efforts to secure promptly the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value effectiveness of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in post-effective amendment and will immediately so notify Purchasers when the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rightsamendment has become effective), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNet.

Preemptive Rights. If ResNet issues If, at any time after the date hereof and for ----------------- so long as (and during any period in which) the Purchaser's Interest is 10% or greater, the Company determines to issue for cash consideration additional Equity Securities (collectively, "New Securities") to any Third Party, other -------------- than Equity Securities issued or proposed to be issued to or for the benefit of any Person who serves as an employee or director of the Company in the ordinary course of business, the Company shall offer the Purchaser the right to purchase a certain portion of the New Securities as set forth below. Upon any determination by the Company to issue New Securities in respect of which the Purchaser has the right to purchase New Securities as contemplated in the immediately preceding sentence, the Company shall give written notice (the "Notice") to the Purchaser (i) stating the aggregate number of such New Securities proposed to be issued, the terms upon which such New Securities are to be issued (which terms may include an estimated price range for such New Securities (the "Range") and, if the New Securities are to be priced based upon the reported trading or closing prices on a national securities exchange or the Nasdaq of any class of Equity Securities, such terms may include a description of the basis on which such price will be so determined) and the consideration to be paid therefor, (ii) stating the date proposed for issuance of such New Securities (which date, the "Tender Date," shall be not less than 10 Business ----------- Days after the date on which such Notice is given), and (iii) requesting that the Purchaser indicate in writing within 20 Business Days after its receipt of the Notice the number of shares of its capital ----------------- stock the New Securities that the Purchaser desires to purchase (including by sale which shall be no greater than the number of treasury stock), each Stockholder shall have the preemptive and preferential right, in proportion to its percentage ownership shares of the capital stock of ResNet New Securities as may be required to cause the Purchaser's Interest immediately prior to such issuanceissuance of New Securities to equal the Purchaser's Interest immediately following the issuance of the New Securities) and, if applicable, the highest price within the Range at which the purchaser intends to purchase and subscribe for additional shares of the capital stock of ResNetNew Securities (the "Upper Price"). Except as provided above, upon the Purchaser shall purchase its New Securities on the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, for the same percentage ownership of price as specified in the capital stock of ResNet as Notice, unless such Stockholder had immediately prior terms have been modified with respect to the Third Party Purchaser(s), in which event the Purchaser shall purchase its New Securities on the terms and for the price paid by such stock issuanceThird Party Purchaser(s); provided, however, that LodgeNet shall have no preemptive rights with respect if the modified -------- ------- terms are not acceptable to the Initial Stock or any Conversion StockPurchaser, Reconciliation Stockthe Purchaser may revoke its election to purchase; provided, or Option Stock to be issued to TCI-Satellite and provided further that for purposes if the price is not fixed at time -------- ------- of determining percentage ownership of each of the Stockholders Notice but a Range was included in the capital stock of ResNet, all of the Initial Stock Notice and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed the Third Party Purchaser is above the Upper Price, the Purchaser may revoke its election to purchase; provided, further that any New Securities to be sold in an -------- ------- underwritten public offering shall be offered to the fair market value Purchaser, (i) is part of the underwritten public offering and subject to its terms or (ii) and at the Purchaser's option outside the underwritten public offering based on the net consideration to be received by the Company after deductions of underwriters discounts and commissions. Unless otherwise agreed, the closing of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet purchase shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in occur on the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetTender Date.

Preemptive Rights. If ResNet issues (a) The Company hereby grants to each Stockholder other than the Non-ECP Stockholders the right to purchase, in accordance with the procedures set forth in this Section 7, such Stockholder’s pro rata portion of any additional New Securities (as defined below) which the Company may propose to sell and issue. A Stockholder’s pro rata portion, for purposes of this Section 7, is the ratio of (i) the aggregate shares of its capital ----------------- stock Common Stock held by such Stockholder immediately prior to any proposed issuance and sale to (including by sale ii) the aggregate shares of treasury stock), each Stockholder shall have the preemptive Common Stock issued and preferential right, in proportion to its percentage ownership of the capital stock of ResNet outstanding immediately prior to such issuanceproposed issuance and sale. As used herein, to purchase and subscribe for additional “New Securities” will mean shares of Common Stock or other equity securities of or profits interests in the capital stock Company, whether now or hereinafter authorized, and any right, option, warrant or security of ResNetany kind whatsoever that is, upon the same terms and conditions as any or may become, convertible into or exchangeable for such new issuance shares of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership Common Stock or other equity securities of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuanceCompany; provided, however, that LodgeNet shall have no the preemptive rights with respect right provided by this Section 7 will apply to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights right, warrant, option or convertible or exchangeable security or right and not to acquire additional the issuance of shares of capital stock Common Stock or other securities issuable upon conversion, exchange or exercise thereof; and provided, further, that the term “New Securities” will not include the issuance of ResNet due to the Regulatory Restrictions, upon payment shares of Common Stock or other securities (i) in connection with a debt financing or issuance of debt securities of the purchase price for such shares ResNet shall issue such shares into an escrow Company, (ii) to officers, employees, directors, third-party consultants or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCIother third-Satellite loaning the amount party service providers of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash Company or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued its subsidiaries pursuant to any optionsoption or other equity compensation plans in connection with such Person’s employment or consulting arrangements or other service relationship with the Company or its subsidiaries, warrants, debentures, (iii) in connection with any initial public offering of the equity securities of the Company or debt convertible into common stock the equity securities of ResNet a Person formed pursuant to a Reorganization Transaction (which as defined in the case of debt Parent LPA) or debentures coupled with warrants will be considered as a unit for purposes of exercise (iv) by reason of any preemptive rightssubdivision (by split, distribution in kind, recapitalization or otherwise), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNet.

Preemptive Rights. If ResNet issues If, at any time after the date hereof and for so long as (and during any period in which) the Purchaser's Interest is 10% or greater, the Company determines to issue for cash consideration additional Equity Securities (collectively, "NEW SECURITIES") to any Third Party, other than Equity Securities issued or proposed to be issued to or for the benefit of any Person who serves as an employee or director of the Company in the ordinary course of business, the Company shall offer the Purchaser the right to purchase a certain portion of the New Securities as set forth below. Upon any determination by the Company to issue New Securities in respect of which the Purchaser has the right to purchase New Securities as contemplated in the immediately preceding sentence, the Company shall give written notice (the "Notice") to the Purchaser (i) stating the aggregate number of such New Securities proposed to be issued, the terms upon which such New Securities are to be issued (which terms may include an estimated price range for such New Securities (the "Range") and, if the New Securities are to be priced based upon the reported trading or closing prices on a national securities exchange or the Nasdaq of any class of Equity Securities, such terms may include a description of the basis on which such price will be so determined) and the consideration to be paid therefor, (ii) stating the date proposed for issuance of such New Securities (which date, the "TENDER DATE," shall be not less than 10 Business Days after the date on which such Notice is given), and (iii) requesting that the Purchaser indicate in writing within 20 Business Days after its receipt of the Notice the number of shares of its capital ----------------- stock the New Securities that the Purchaser desires to purchase (including by sale which shall be no greater than the number of treasury stock), each Stockholder shall have the preemptive and preferential right, in proportion to its percentage ownership shares of the capital stock of ResNet New Securities as may be required to cause the Purchaser's Interest immediately prior to such issuanceissuance of New Securities to equal the Purchaser's Interest immediately following the issuance of the New Securities) and, if applicable, the highest price within the Range at which the purchaser intends to purchase and subscribe for additional shares of the capital stock of ResNetNew Securities (the "Upper Price"). Except as provided above, upon the Purchaser shall purchase its New Securities on the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, for the same percentage ownership of price as specified in the capital stock of ResNet as Notice, unless such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall terms have no preemptive rights been modified with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust thatThird Party Purchaser(s), in which event the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the Purchaser shall purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and its New Securities on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then and for the price paid by such purchaser will be deemed Third Party Purchaser(s); PROVIDED, HOWEVER, that if the modified terms are not acceptable to the Purchaser, the Purchaser may revoke its election to purchase; PROVIDED, FURTHER that if the price is not fixed at time of Notice but a Range was included in the Notice and the price paid by the Third Party Purchaser is above the Upper Price, the Purchaser may revoke its election to purchase; PROVIDED, FURTHER that any New Securities to be sold in an underwritten public offering shall be offered to the fair market value Purchaser, (i) is part of the underwritten public offering and subject to its terms or (ii) and at the Purchaser's option outside the underwritten public offering based on the net consideration to be received by the Company after deductions of underwriters discounts and commissions. Unless otherwise agreed, the closing of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet purchase shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in occur on the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetTender Date.

Preemptive Rights. If ResNet issues In case the Company proposes to issue or sell any additional shares New Securities to either ACI and/or DBCP or their respective Affiliates, the Company shall, no later than thirty (30) Business Days prior to the consummation of its capital ----------------- stock such transaction, give notice in writing (the "New Securities Notice") to SJF of such proposed issuance of New Securities. The New Securities Notice shall describe the proposed issuance of New Securities (including by sale the amount and price of treasury stocksuch New Securities), each Stockholder shall have identify the preemptive proposed purchaser(s), and preferential rightcontain an offer (the "Preemptive Rights Offer") to sell to SJF at the same price and for the same consideration to be paid by the proposed purchaser(s), in proportion to its percentage ownership all or part of SJF's pro rata portion of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock New Securities to be issued to TCI-Satellite and provided further that for purposes ACI and/or DBCP. Following receipt of determining percentage ownership of each such notice, SJF shall have twenty (20) Business Days during which it may elect to purchase a pro rata portion of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed New Securities proposed to be owned issued to ACI and/or DBCP, determined by TCI-Satellite and dividing the number of Shares held by SJF by the aggregate number of Shares held by all of Stockholders before the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without proposed issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNetNew Securities. If the consideration paid by a purchaser is Company does not cash or cash equivalents, then effectuate such sale within ninety (90) days after the price paid by such purchaser will be deemed to be the fair market value expiration of such considerationtwenty (20) Business Day period, the Company shall be required to again comply with this Section 6 prior to effectuating any such sale. The Stockholders' preemptive right Notwithstanding the foregoing, this Section 6 shall not apply to acquire additional (i) shares of capital stock Common Stock issued to ACI and/or DBCP upon their exercise of ResNet shall extendany Convertible Securities, including, without limitation, the Warrants; (ii) any payment-in-kind interest payable to shares issued ACI and/or DBCP pursuant to any optionsthat certain Junior Subordinated Debt Facility, warrantsdated as of _____________, debenturesamong _________________; (iii) dividends payable in kind, if and when declared, on the Preferred Stock; (iv) dividends or debt convertible distributions on its Securities payable in shares of its Common Stock or other equity interests of the Company, (v) a subdivision of the Company's outstanding shares of Common Stock into common stock a larger number of ResNet shares of Common Stock, (which vi) a combination of the Company's outstanding shares of Common Stock into a smaller number of shares of Common Stock or (vii) an increase or decrease in the case number of debt or debentures coupled with warrants will be considered as a unit for purposes shares of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any Common Stock outstanding by reclassification of the directors, officers, or employees of ResNetCompany's Common Stock.

Preemptive Rights. If ResNet issues any additional shares (a) The Company hereby grants to each Shareholder, for a period of its capital ----------------- stock two (including by sale of treasury stock)2) years from the date hereof, each Stockholder shall have a preemptive right to purchase, on a pro rata basis and at the preemptive same price and preferential right, in proportion to its percentage ownership of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms as any other investors at such time, all or any part of any New Securities (as defined below) which the Company may, from time to time, propose to sell and issue subject to the terms and conditions as set forth below. A Shareholder's pro rata share, for purposes of this subsection (a), shall equal a fraction, the numerator of which is the number of shares of Common Stock then held by such Shareholder on a fully-diluted basis, and the denominator of which is the total number of shares of Shares then held by all of the Shareholders on a fully-diluted basis. (b) "New Securities" shall mean any such new issuance of capital stock of ResNetthe Company --------------- whether now authorized or not and rights, such that each Stockholder will have immediately after such stock issuanceoptions or warrants to purchase capital stock, the same percentage ownership and securities of the any type whatsoever which are, or may become, convertible into capital stock of ResNet as such Stockholder had immediately prior to such stock issuancestock; provided, however, that LodgeNet the term "New Securities" shall expressly not include (i) securities offered to the public pursuant to a Public Offering; (ii) securities issued for the acquisition of another corporation by the Company by merger, purchase of substantially all the assets of such corporation or other reorganization resulting in the ownership by the Company of not less than 51% of the voting power of such corporation; (iii) Common Stock issued to employees or consultants of the Company pursuant to a stock option plan, employee stock purchase plan, restricted stock plan or other employee stock plan or agreement approved by the Board of Directors of the Company (provided that the total number of shares to be issued under all such plans does not exceed 10% of the Company's shares outstanding as of the date of this Agreement); or (iv) securities issued as a result of any stock split, stock dividend or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock. (c) If the Company intends to issue New Securities, it shall give each Shareholder ten (10) days written notice of such intention, describing the type of New Securities to be issued, the price thereof and the general terms upon which the Company proposes to effect such issuance. Each Shareholder shall have no thirty (30) days (the "Exercise Period") from the date of any such notice to agree to exercise its preemptive rights right by giving written notice to the Company stating the quantity of New Securities to be so purchased. Each Shareholder shall have a right of overallotment such that if any Shareholder fails to exercise his or its preemptive right hereunder, the other Shareholders may purchase such portion on a pro rata basis, by giving written notice to the Company within ten (10) days from the date that the Company provides written notice to the other Shareholders of the amount of New Securities with respect to which such nonpurchasing Shareholder has failed to exercise its or his right hereunder. [ ] { }(d) If any Shareholder or Shareholders fail to exercise the Initial Stock foregoing preemptive right with respect to any New Securities within the Exercise Period (or the additional ten day period provided for overallotments), the Company may thereafter sell any Conversion Stock, Reconciliation Stock, or Option Stock all of such New Securities not agreed to be issued purchased by the Shareholders, at a price and upon general terms no more favorable to TCI-Satellite and provided further that for purposes of determining percentage ownership of the purchasers thereof than specified in the notice given to each Shareholder pursuant to paragraph (c) above. In the event the Company has not sold such New Securities within a ninety (90) day period following expiration of the Stockholders Exercise Period, the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Shareholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetmanner provided above.

Preemptive Rights. If ResNet Except for Exempt Issuances (as defined below), if Holdings Corp. issues any additional shares 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 person (the "Offeree"), Holdings Corp. will offer to sell to each Stockholder, a number of its capital ----------------- stock such securities (including "Offered Shares") so that the Ownership Ratio (as defined below) 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. Holdings Corp. 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 Holdings Corp. of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"). If any of the Stockholders have elected to purchase any Offered Shares, the sale of treasury stock)such 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 to exercise its rights pursuant to this Section 3.5, each no other Stockholder shall have the preemptive right to purchase the securities offered to such Stockholder. This Section 3.5 will terminate automatically, and preferential rightbe of no further force and effect, upon the consummation of an Initial Public Offering. As used herein, the term "Exempt Issuances" mean (i) the issuance of equity securities pursuant to the conversion or exercise of convertible or exercisable securities, (ii) the issuance or sale of up to ten percent (10%) of equity securities or options or warrants therefor (on a fully diluted basis and after giving effect to such issuance or sale) to service providers of Holdings Corp. or its subsidiaries for the primary purpose of soliciting or retaining their services or employment, or otherwise providing compensation to such person, (iii) the issuance of securities (other than to Affiliates of Holdings Corp.) in proportion connection with a bona fide business acquisition of or by Holdings Corp. or its subsidiaries, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise and (iv) the issuance of up to its percentage ownership ten percent (10%) of the capital stock of ResNet immediately prior securities (on a fully diluted basis and after giving effect to such issuance) to persons (other than Affiliates of Holdings Corp.) with which Holdings Corp. or its subsidiaries have bona fide business relationships, to purchase and subscribe provided such issuances are for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuanceother than equity financing purposes. As used herein, the same term "Ownership Ratio" means, as to a Stockholder at the time of determination, the percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned obtained by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning dividing the amount of the purchase price for shares of Common Stock held by such shares to ResNet Stockholder on a non-recourse fully diluted basis ResNet shall issue a warrant to acquire at such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at time by the option aggregate amount of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock Common Stock held by all shareholders of ResNet. If the consideration paid by Holdings Corp. on a purchaser is not cash or cash equivalents, then the price paid by fully diluted basis at such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNettime.

Preemptive Rights. If ResNet issues Except as provided in the last sentence of this Section 17, the Company shall not issue or sell any additional shares Equity Securities or sell any rights to subscribe for or options to purchase such Equity Securities for cash or debt, unless the Company shall first provide to each of the Holders notice (the "Issuance Notice") of its capital ----------------- stock intent to offer such Equity Securities. The Issuance Notice shall contain (including by sale i) a description of treasury stock)the new Equity Securities, each Stockholder (ii) the total number of new Equity Securities authorized to be sold and (iii) the price and payment terms. Each Holder (or at the election of such Holder, any of its Affiliates) shall have the preemptive right (the "Preemptive Right"), to subscribe for and preferential rightpurchase the number of new Equity Securities as will enable such Holder (when taken together with any Affiliate to whom such Holder has transferred the Preemptive Right), in proportion immediately after giving effect to its percentage ownership the proposed issuance and exercise of the capital stock preemptive rights by all other Persons with preemptive rights for the purchase of ResNet such new Equity Securities, to own Equity Securities (rounded to the nearest one thousandth of a whole share) as shall represent the same percentage of the aggregate number of Equity Securities outstanding on a Fully Diluted Basis as was owned by such Holder (when taken together with any Affiliate to whom such Holder has transferred the Preemptive Right), immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet any Holder or any of its Affiliates exercising such Preemptive Right shall have no preemptive rights with respect the option to elect to receive, in lieu of such new Equity Securities, the Initial Stock same type of Equity Securities that such Holder or such Affiliate currently owns or has the right to acquire pursuant to any existing warrant, option or other right or any Conversion Stockother Equivalent Nonvoting Security acceptable to such Holder or such Affiliate. Any Holder or any of its Affiliates may exercise such Preemptive Right, Reconciliation Stockin whole or in part, or Option Stock to be issued to TCI-Satellite on the terms and provided further that conditions and for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, per Equity Security set forth in the opinion Issuance Notice (subject to such Holder's and such Affiliate's right to elect to receive the same type of regulatory counsel reasonably acceptable securities currently owned or acquirable by such Holder or such Affiliate or to ResNetreceive an Equivalent Nonvoting Security), would not violate by giving to the Regulatory RestrictionsCompany notice to such effect, or upon TCI-Satellite loaning within fifteen (15) days after the amount giving of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNet.Issuance

Preemptive Rights. If ResNet issues (a) Prior to the consummation of an IPO, the Company shall give each of the Stockholders (other than the Avista Entities) that holds Common Stock that is an “accredited investor” (as such term is defined in Rule 501(a) of the Securities Act) as of the time of any additional shares proposed issuance by the Company or any of its capital ----------------- stock Subsidiaries of any equity or debt securities of the Company or its Subsidiaries, including any Equity Securities (including by sale of treasury stocksuch securities, collectively, “Preemptive Securities;” and such Stockholders, “Participating Stockholders”), each Stockholder shall have the preemptive and preferential right, in proportion to its percentage ownership any of the capital stock Avista Funds any of ResNet immediately their respective Affiliates or any Avista Permitted Transferee (collectively, the “Avista Entities”), written notice (an “Issuance Notice”) of such proposed issuance at least ten (10) days prior to the proposed issuance date. The Issuance Notice shall specify the number and type of Preemptive Securities and the price at which such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock Preemptive Securities are proposed to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock Avista Entities and the Conversion Stock other material terms and conditions of such issuance, including the proposed closing date. Subject to Section 5.04(g), each such Participating Stockholder shall be deemed entitled to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellitepurchase, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable other terms applicable and conditions specified in the Issuance Notice, all or a portion of its pro rata amount of such newly issued Preemptive Securities to any purchaser the Avista Entities equal to (x) the number of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed Preemptive Securities proposed to be issued to the fair market value Avista Entities by the Company, multiplied by (y) a fraction, the numerator of which is the Aggregate Ownership of Common Stock of such consideration. The Participating Stockholder and the denominator of which is equal to the Aggregate Ownership of the Common Stock of all Stockholders' preemptive right , provided that if the Avista Entities are purchasing a pro rata strip of Equity Securities and debt securities, each Participating Stockholder shall be required to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or purchase debt convertible into common stock of ResNet (which securities and Equity Securities in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetsame proportion.

Preemptive Rights. If ResNet issues any (a) Subject to Sections 8.1 (b) and 8.2, the Company hereby grants to each Stockholder (each, collectively, a “Preempting Stockholder”) a right to subscribe for, with respect to the issuance by the Company of new or additional shares equity securities for cash (a “Preemptive Issuance”), that portion of its capital ----------------- stock such new or additional equity securities (including by sale of treasury stock)convertible securities, each options or warrants) as may be necessary in order to permit such Preempting Stockholder shall have the preemptive and preferential right, in proportion to maintain its percentage relative ownership of the aggregate amount of the Company’s total issued ordinary share capital stock (such relative ownership, the “Proportional Interest”) calculated on the basis that: (A) each Ordinary Share shall be treated equally; (B) each Hurdle Share shall be deemed to have been converted into such number of ResNet Ordinary Shares as the Hurdle Shares would have converted into had there been a Qualifying IPO immediately prior to such issuance, to purchase and subscribe for additional shares the proposed Preemption Issuance on the basis of the capital stock deemed market capitalization of ResNetthe Company and the Proportional Interest of each Preempting Stockholder shall be determined by resolution of the Board taking into account the latest available Fair Market Value of the Ordinary Shares and the Hurdle Shares for determining the purposes of Article IX and the timing of the Proposed pre-emptive issue and the terms of the Articles of Association. Subject to Section 8.2 such right of first refusal shall be offered to each Preempting Stockholder (such offer, upon the “Preemptive Rights Offer”) pursuant to a written notice from the Company in accordance with Section 16.7 hereof offering each Preempting Stockholder such securities on the same terms and conditions as any offered to the other offeree(s) (such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuancewritten notice, the same percentage ownership “Preemptive Rights Notice”). Each Preempting Stockholder shall have thirty (30) days from the date of the capital stock Company’s delivery of ResNet as the Preemptive Rights Notice to notify the Company in writing of its binding acceptance of such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights Preemptive Rights Offer with respect to all (but not part) of the Initial Stock equity securities which are offered to such Preempting Stockholder pursuant to such Preemptive Rights Offer. If one or more Preempting Stockholders accepts the Preemptive Rights Offer in accordance with the provisions of the preceding sentence, the Company and any Conversion Stocksuch accepting party shall have thirty (30) days in which to consummate such binding agreement. In the event that one or more Preempting Stockholders do not accept the Preemptive Rights Offer within such thirty (30) day period in accordance with the provisions of the preceding sentence or fails to consummate any such subscription within such thirty (30) day period, Reconciliation Stockthe Company shall have the right but not the obligation to issue the securities comprising the Preemptive Issuance on terms and conditions in the aggregate no more favorable to the other offeree(s) than those set forth in the Preemptive Rights Notice, or Option Stock pursuant to a definitive agreement to be issued entered into no later than one hundred and twenty (120) days after such date provided that if the Board determines by resolution to TCI-Satellite apply the provisions of Section 8.2, the periods set out herein may be reduced to such shorter period as News Corporation and provided further that for purposes of determining percentage ownership of each the members of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetInvestor Group may agree.

Preemptive Rights. If ResNet issues any additional 8.1 Inland hereby grants to TCW and Xxxxx the right to purchase a pro rata share of New Securities (as defined in this SECTION 8.1) which Inland may, from time to time, propose to sell and issue. Each of TCW's or Xxxxx'x pro rata share, for purposes of this right, is the ratio of the number of shares of its capital ----------------- stock (including Common Stock owned by sale of treasury stock)TCW or Xxxxx, each Stockholder shall have as the preemptive and preferential rightcase may be, in proportion immediately prior to its percentage ownership the issuance of the New Securities, to the total number of shares of Common Stock held by all holders of Common Stock immediately prior to the issuance of the New Securities. This right shall be subject to the following provisions: (a) "NEW SECURITIES" shall mean any capital stock of ResNet immediately prior to such issuanceInland whether now authorized or not, and rights, options or warrants to purchase such capital stock, and subscribe for additional shares securities of any type whatsoever that are, or may become, convertible into capital stock; PROVIDED that the term "New Securities" does not include (i) securities issued in connection with a merger, acquisition, reorganization or other similar transaction undertaken by Inland; (ii) any borrowings, direct or indirect, from financial institutions or other persons by Inland, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument, even if such borrowings have equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuanceInland; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be (iii) securities issued to TCI-Satellite and provided further that for purposes employees, consultants, officers or directors of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued Inland pursuant to any stock option, bonusstock purchase bonus plan, warrant, agreement or arrangement approved by the Board of Directors; (iv) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other incentive plan person and such issuance is undertaken for purposes primarily other than equity financing; (v) securities issued in connection with any stock split, stock dividend or recapitalization of Inland; and (vi) any right, option or warrant to acquire any security 8 <PAGE> convertible into the securities excluded from the definition of New Securities pursuant to subsections (i) through (v) above. (b) In the event Inland proposes to undertake an issuance of New Securities, it shall give TCW and Xxxxx (and their respective Affiliate transferees of which Inland has received notice of the name and address of such transferee) written notice of its intention, describing the type of New Securities, their price and the general terms upon which Inland proposes to issue same. TCW or Xxxxx (or their respective Affiliates) shall have ten (10) business days after any such notice is received to agree to purchase TCW's or Xxxxx'x pro rata share of such New Securities for the benefit price and upon the terms specified in the notice by giving written notice to Inland and stating therein the quantity of New Securities to be purchased. (c) In the event TCW or Xxxxx (or their respective Affiliates) fail to exercise fully the right within said ten (10) business day period, Inland shall have one hundred eighty (180) business days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within one hundred eighty (180) business days from the date of said agreement) to sell the New Securities respecting TCW's or Xxxxx'x (or their respective Affiliate's) right option set forth in this SECTION 8.1, at a price and upon terms no more favorable to the purchasers thereof than specified in Inland's notice to TCW and Xxxxx pursuant to SECTION 8.1(B). In the event Inland has not sold the New Securities within such one hundred eighty (180) business day period or entered into an agreement to sell the New Securities in accordance with the foregoing within one hundred eighty (180) business days from the date of said agreement, Inland shall not thereafter issue or sell any New Securities, without first again offering such securities to TCW and Xxxxx (and its Affiliates) in the manner provided in SECTION 8.1(B) above. (d) If the preemptive rights under this SECTION 8 are exercised by the affiliates of TCW or Xxxxx, (i) such affiliates must act together with TCW or Xxxxx as a group, as applicable, in the exercise of the directorsrights under this SECTION 8; and (ii) as a condition to the purchase of the New Securities by such affiliates, officerseach such affiliate must agree to be bound by SECTION 4 of this Agreement as if it were a party hereto and, if it has not already done so, it must notify Xxxxx of its identity and address. (e) The preemptive rights under this SECTION 8 shall not be assignable by either TCW or employees Xxxxx other than to a respective affiliate thereof which also acquires Common Stock therefrom. (f) The preemptive rights of ResNet.TCW (and any affiliate transferee thereof) shall terminate at any time that (i) TCW and its affiliate transferees collectively own less than 50% of the TCW Common Stock or (ii) as a result of the failure by TCW (and its affiliate transferees) on one or more occasions to exercise preemptive rights hereunder, and/or the transfer of TCW Common Stock by TCW and its affiliates, TCW and its affiliates, collectively, own shares of Common Stock which constitute less than four percent (4%) of the Common Stock then outstanding. 9 <PAGE> SECTION 9. MISCELLANEOUS 9.1

Preemptive Rights. If ResNet issues If, after the Closing Date, the Company shall propose to issue or sell New Securities or enters into any additional shares contracts, commitments, agreements, understandings or arrangements of its capital ----------------- stock (including by any kind relating to the issuance or sale of treasury stock)any New Securities and a Purchaser still holds twenty percent (20%) of the Convertible Preferred Stock acquired hereby by such Purchaser, then each Stockholder such Purchaser shall have the preemptive right to purchase that number of New Securities at the same price and preferential righton the same terms proposed to be issued or sold by the Company so that such Purchaser would after the issuance and sale of all such New Securities, in proportion to its percentage ownership hold the same proportional interest of the capital stock then outstanding shares of ResNet Common Stock (assuming that any outstanding securities or other rights, including the Convertible Preferred Stock, convertible or exchangeable into or exercisable for Common Stock have been converted, exchanged or exercised) as was held by such Purchaser immediately prior to such issuanceissuance and sale (the "Proportionate Percentage"). The Company shall give each Purchaser written notice of its intention to issue and sell New Securities, to purchase describing the type of New Securities, the price and subscribe for additional shares of the capital stock of ResNet, upon the same general terms and conditions as upon which the Company proposes to issue the same. Each Purchaser shall have twenty-five (25) 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 Company and stating therein the quantity of New Securities to be purchased. If Purchasers fail to exercise in full such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuanceright within twenty-five (25) days, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet Company shall have one hundred twenty-five (125) days thereafter to sell the New Securities in respect of which Purchasers' rights were not exercised, at a price and upon general terms and conditions no preemptive rights with respect more favorable to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders buyers thereof than specified in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed Company's notice to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed Purchasers pursuant to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNetthis Section. If the consideration paid 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 a purchaser is not cash or cash equivalents, then giving Purchasers the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which purchase their Proportionate Percentage in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetmanner provided above.

Preemptive Rights. If ResNet issues 6.4.1. The Company hereby grants to each Capital Member the right to purchase its Pro Rata Share (disregarding any additional shares Incentive Plan Interests) of its capital ----------------- stock any New Senior Securities, as hereinafter defined (including by sale of treasury stockthe “PR Purchase Right”), each Stockholder which the Company may, from time to time, propose to sell and issue. Except as set forth below, “New Senior Securities” shall have mean Series B Preferred Interests or any other equity securities with a liquidation preference or dividend, redemption, or voting rights senior or on parity with Series B Preferred Interests as well as rights, options or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. Notwithstanding the preemptive foregoing, “New Senior Securities” does not include: (i) securities offered to the public generally pursuant to a registration statement filed pursuant to the Securities Act, or pursuant to Regulation A under the Securities Act; (ii) securities issued pursuant to the acquisition of another person by the Company by a merger, share exchange, the purchase of substantially all of the assets of such other company, or other reorganization whereby the Company or its Members own not less than fifty-one percent (51%) of the voting power of the surviving or successor Person, so long as such acquisition is approved by the Board; (iii) the issuance of Options or Interests to employees of the Company, the Officers, Service Providers or members of the Board pursuant to the Option Plan, as currently in effect and preferential rightas may from time to time be amended or any other equity incentive plan approved by the Board (including, if adopted following the date hereof, the affirmative approval of the Lead Series A Investor Manager and the Lead Series B Investor Manager), not to exceed, in proportion to its percentage ownership the aggregate, twenty percent (20%) of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares equity Interests of the capital stock of ResNetCompany on a fully diluted basis; (iv) securities issued pursuant to any convertible securities, upon options or warrants, provided that the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights PR Purchase Right under this Section 6.4 applies with respect to the Initial Stock initial issuance or grant of such convertible securities, options or warrants; (v) securities issued pursuant to the anti-dilution provisions of any Conversion Stockoutstanding option, Reconciliation Stockwarrant, right or convertible security of the Company issued after November 26, 2019; provided that the PR Purchase Right under this Section 6.4 applies with respect to the initial issuance of such option, warrant or convertible security, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares securities issued pursuant to any optionsoption, warrants, debentures, warrant or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit security otherwise do not constitute “New Senior Securities” for purposes of exercise of any preemptive rights), to shares this Section 6.4 (as if such securities had been originally issued for property or services, and to shares on the date such securities are issued pursuant to any stock the anti-dilution provisions in the applicable option, bonus, warrant or other incentive plan convertible security for the benefit same reason the applicable option, warrant or convertible security was originally issued), (vi) securities representing up to five percent (5%) of any equity Interests of the directorsCompany on a fully diluted basis at the time of issuance that are issued in connection with arm’s length, officersreasonable commercial arrangements with any party who is not an Affiliate of a Skybound Member, or employees so long as such commercial arrangement is approved by the Board in good faith, and (vii) securities issued to any Person upon the waiver by the Board by unanimous consent of ResNetthe PR Purchase Right and the notice requirements set forth in this Section 6.4.

Preemptive Rights. If ResNet issues any additional shares of its capital ----------------- stock (including by sale of treasury stock), each Stockholder Purchaser shall have the preemptive and preferential right, in proportion right to its percentage ownership subscribe to any additional (i) issuances of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory RestrictionsCompany, upon payment (ii) issuances of the purchase price for such shares ResNet shall issue such shares securities convertible into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash Company, or cash equivalents, then the price paid by such purchaser will be deemed (iii) grants of options to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional purchase shares of capital stock of ResNet shall extendthe Company, other than grants to employees, directors or consultants of the Company (and the issuance of shares upon exercise of such options), for cash, on the same terms of such offerings to the extent equal to the proportion which the number of Initial Shares and Remaining Shares then held by Purchaser bears to the Company's fully-diluted capitalization (on an as-converted and as-exercised basis). Such right is exercisable within ten (10) days after the receipt of written notice relating to such issuances by the Purchaser. Such right extends to the same proportion of the new issue of shares, convertible securities or options as the Purchaser's proportion of the outstanding shares. Purchaser's right to purchase new issues of shares or convertible securities or options does not extend to (i) the issuance of shares upon the conversion or exercise of options or other convertible securities either (A) outstanding on the date hereof, or (B) with respect to which options or other convertible securities Purchaser had preemptive rights under this Section 8.4, or (ii) securities issued solely in exchange for shares, convertible securities or options issued in connection with any merger, reorganization or acquisition (including, without limitation, to shares issued the proposed transactions described in Section 8.7 below). The preemptive rights held by the Purchaser pursuant to any options, warrants, debentures, or debt convertible into common stock this Section 8.4 shall terminate immediately prior to the closing of ResNet (which in an initial public offering of the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, Company's securities and to shares issued pursuant shall not apply to any stock option, bonus, or other incentive plan for the benefit issuance of any of the directors, officers, or employees of ResNetsecurities in such offering.

Preemptive Rights. If ResNet issues (a) Except for (i) issuances of pro rata dividends to all holders of Common Stock, (ii) stock issued to employees, officers or directors of WMC or its subsidiaries (including, without limitation, Western Multiplex) in connection with management options or incentive plans approved by WMC's Board of Directors, (iii) stock issued in connection with any additional shares merger, acquisition, business combination, joint venture, partnership or limited liability company of WMC or its capital ----------------- stock subsidiaries (including by sale of treasury stockincluding, without limitation, Western Multiplex), each Stockholder shall have (iv) issuances pursuant to the preemptive exercise of the Warrants or pursuant to the exercise, conversion or exchange of any security whose issuance was subject to this Section 9.01(a), Ripplewood and preferential rightSeaview and their respective Permitted Transferees, in proportion order to its enable them to maintain their respective fully diluted percentage ownership of the Common Stock (calculated as though WMC and Western Multiplex are a single entity), shall have preemptive rights, as hereinafter set forth, to purchase any capital stock (subject to the proviso below), including any warrants or securities convertible into capital stock, of ResNet WMC hereafter issued by WMC so that each of Ripplewood and Seaview and their respective Permitted Transferees shall hereafter be entitled to acquire a percentage of capital stock which is hereafter issued equal to the same percentage of the issued and outstanding Common Stock (calculated as though WMC and Western Multiplex are a single entity) as is held by such holder immediately prior to such issuance, to purchase and subscribe for additional shares of the date on which the capital stock of ResNetis to be issued, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial any shares of Common Stock or any Conversion Stock, Reconciliation Stock, warrants or Option securities convertible into Common Stock purchased by Ripplewood and its Permitted Transferees pursuant to this Section 9.01(a) shall be issued to TCI-Satellite and provided further that for purposes shares of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial or warrants or securities convertible into WMC Class B Common Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional any shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares or warrants or securities convertible into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder purchased by Seaview and its permitted transferees pursuant to this Section 9.01(a) shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, warrants or debt securities convertible into common stock WMC Class A Common Stock. As used herein, "issue" (and variations thereof) includes sales and transfers by WMC of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNettreasury shares.

Preemptive Rights. If ResNet issues (a) If, prior to a Qualified Public Offering, the Company intends to issue or sell any additional shares of debt securities or debt instruments to a TA Member or its capital ----------------- stock Affiliates (including by sale of treasury stock“TA Debt Securities”), each Stockholder additional Units in the Company or any securities (other than equity interests granted under the Equity Incentive Plan) that are convertible, exchangeable or exercisable into additional Units (collectively, “Convertible Securities” and individually, a “Convertible Security”), the Company shall have first notify the preemptive holders of Class A Units, Class B Units and preferential rightClass C Units (the “Preemptive Members”) in writing (the “Preemptive Rights Notice”) of such intended issuance or sale at least thirty (30) days prior to the date of such issuance or sale, in proportion to its percentage ownership which notice will contain all the terms of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new intended issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extendsale including, without limitation, to shares issued pursuant to any optionsthe purchase price and manner of payment (or the basis for determining the purchase price and other terms and conditions). Within fifteen (15) days after receipt of the Preemptive Rights Notice, warrants, debentures, or debt convertible into common stock each of ResNet the Preemptive Members may notify the Company (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise this Section 6.9, the “Participation Notice”) that it will purchase TA Debt Securities, Units or Convertible Securities, as the case may be, on the same terms as set forth in the Preemptive Rights Notice (or, if the consideration is not cash, for cash per TA Debt Security, Unit or Convertible Security, as the case may be, equal in value to the consideration per Unit or Convertible Security, as the case may be). The TA Debt Securities, Units or Convertible Securities, as the case may be, which each Preemptive Member will be entitled to purchase under this Section 6.9 will be determined as of the date of the consummation of such issuance or sale and will equal (x) the aggregate number of Units or Convertible Securities to be issued or sold by the Company or the principal amount of any preemptive rights)TA Debt Securities to be issued or sold by the Company, to shares issued for property or servicesin either case multiplied by (y) a fraction, the numerator of which shall be the number of Units held by such Preemptive Member, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit denominator of any which shall be the aggregate number of the directors, officers, or employees of ResNetUnits held by all Preemptive Members.

Preemptive Rights. If ResNet issues any additional shares In the absence of its capital ----------------- stock (including by sale of treasury stock)and until a Qualified IPO, each Stockholder holder of Preferred Stock shall have the preemptive and preferential right, in proportion right of first refusal to purchase all or part of its pro rata share (equal to its percentage ownership of the Company on a fully diluted basis) of New Securities (as defined below) that the Company may, from time to time, propose to sell and issue, subject to the terms and conditions set forth below. "New Securities" shall mean any capital stock of ResNet immediately prior to such issuancethe Company whether now authorized or not, and rights, options, or warrants to purchase capital stock, and subscribe for additional shares securities of the any type whatsoever that are, or may become, convertible into capital stock of ResNetstock, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet the term "New Securities" does not include (i) the Series C Preferred Stock or the Warrant issuable under this Agreement, the shares of Common Stock issuable upon conversion of the Series C Preferred Stock, the Series B Preferred Stock or the Senior Preferred Stock or the shares of Common Stock issuable upon exercise of the Warrant; (ii) securities issued pursuant to an acquisition; (iii) options granted or securities issued pursuant to an employee or director stock option program; or (iv) securities issued as a result of any stock split, stock dividend, or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock. In the event the Company intends to issue New Securities, it shall give written notice to the holders of Preferred Stock ("Notice of Issuance") which shall set forth the purchase price and any other conditions of the issuance. Each holder of Preferred Stock shall have no preemptive rights with respect 30 days from the date of Notice of Issuance to agree to purchase all or part of its pro rata share of such New Securities for the price and upon the general terms and conditions specified in the Notice of Issuance by giving written notice to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock Company stating the quantity of New Securities to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each so purchased. The Company shall have the right during the period expiring 150 days after the giving of the Stockholders Notice of Issuance to sell any or all of such New Securities not purchased by the holders of Preferred Stock at a price and upon general terms no more favorable to the purchasers than specified in the capital stock Notice of ResNetIssuance. In the event that the Company has not sold such New Securities within such 150 day period, all the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the holders of Preferred Stock in the manner provided in this Section 11.9. Each of JG, Xxxxxxxx and Xxxxxx hereby waives its right to purchase any part of the Initial Series C Preferred Stock and the Conversion Stock shall be deemed to be owned Warrant being purchased hereunder by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetRiver Cities.

Preemptive Rights. (a) If ResNet issues at any additional shares time from time to time (i) ACRA or any of its capital ----------------- stock Subsidiaries, or (including by sale ii) any time after the formation of treasury stocka New ACRA Investment Entity, such New ACRA Investment Entity or any of its Subsidiaries ((i) and (ii)), each Stockholder shall have a “Preemptive Offeror”), proposes to offer New Securities to any Person after the preemptive and preferential rightdate hereof (or, in proportion to the case of a New ACRA Investment Entity, after the date such New ACRA Investment Entity executes its percentage ownership of Joinder Agreement), the capital stock of ResNet immediately Preemptive Offeror, as applicable, shall, prior to such issuanceoffer, deliver to all Shareholders of the applicable ACRA Investment Entity an offer (the “Preemptive Offer”) for such Shareholders that are able to certify to the Preemptive Offeror, as the case may be, that they are “accredited investors” (as such term is defined in Rule 501 pursuant to the Securities Act) (the “Eligible Shareholders”), to purchase and subscribe for additional that number of New Securities in connection with such proposed offering of New Securities, so that each such Shareholder would, in the aggregate, after the issuance or sale of all of such New Securities in connection with the proposed offering, hold the same Pro Rata Amount of shares of the capital stock applicable Preemptive Offeror as was held by such Shareholder prior to such issuance and sale (or, in regard to the issuance and sale by a Subsidiary of ResNeta Preemptive Offeror, upon its Pro Rata Amount of such New Securities). Such issue shall be at the same price and the New Securities issued to each such Shareholder shall have no less favorable terms and conditions as any are applicable to the New Securities received by all other purchasers of such new issuance New Securities. The Preemptive Offer shall state (A) that the applicable Preemptive Offeror proposes to issue New Securities, (B) the amount of capital stock of ResNetNew Securities to be issued, such that each Stockholder will have immediately after such stock issuance, (C) the same percentage ownership terms of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; providedNew Securities, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of (D) the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such sharesNew Securities, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at (E) the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights portion of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid New Securities available for purchase by such purchaser will be deemed to be Shareholder and (F) any other material terms of the fair market value of such considerationproposed issuance. The Stockholders' preemptive right to acquire additional shares Preemptive Offer shall remain open and irrevocable for a period of capital stock fifteen (15) business days (the “Preemptive Period”) from the date of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetits delivery.

Preemptive Rights. If ResNet issues any additional shares 6.4.1 Subject to SECTION 6.4.2 and to the terms and condition of its capital ----------------- stock (including by sale of treasury stock)this SECTION 6.4.1, each Stockholder TVG shall have the preemptive and preferential right, in proportion right to its percentage ownership subscribe to any additional (i) issuances of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to CTS occurring on or after the Regulatory Restrictionsdate hereof, upon payment (ii) issuances of the purchase price for such shares ResNet shall issue such shares securities convertible into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If CTS occurring on or after the consideration paid by a purchaser is not cash date hereof, or cash equivalents, then the price paid by such purchaser will be deemed (iii) grants of options to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional purchase shares of capital stock of ResNet shall extendCTS, without limitationother than grants to employees, directors or consultants of CTS (and the issuance of shares upon exercise of such options), for cash occurring on or after the date hereof, on the same terms of such offerings to the extent equal to the proportion which the total shares of Stock then held by TVG bears to CTS's fully-diluted capitalization (on an as-converted and as-exercised basis). Such right is exercisable within ten (10) days after the receipt by TVG of written notice relating to such issuance. Such right extends to the same proportion of the new issue of shares, convertible securities or options as TVG's proportion of CTS's fully-diluted capitalization. Notwithstanding the foregoing, TVG's right to purchase new issues of shares or convertible securities or options does not extend to (i) the issuance of shares upon the conversion or exercise of options or other convertible securities either (A) outstanding on the Closing Date, or (B) with respect to which options or other convertible securities TVG had preemptive rights under this SECTION 6.4.1; or (ii) securities issued solely in exchange for shares, convertible securities or options issued in connection with any merger, reorganization or acquisition. The preemptive rights held by TVG pursuant to any options, warrants, debentures, this Section 6.4 shall terminate and be of no further force or debt convertible into effect upon the first to occur of (i) the termination of this Agreement pursuant to SECTION 9.18 hereof; or (ii) immediately prior to the listing of shares of the common stock of ResNet (which in the case CTS on a securities exchange or qualification of debt or debentures coupled with warrants will be considered as a unit such shares for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNettrading on an over-the-counter system selected by CTS.

Preemptive Rights. If ResNet issues (a) From the Closing, for so long as Company Parent (together with its Affiliates) Beneficially Owns any additional shares Acquiror Securities, if Acquiror proposes to issue any New Securities, other than in an Excluded Issuance, then Acquiror shall (i) give written notice to Company Parent (no less than 15 Business Days prior to the closing of its capital ----------------- stock such issuance) of Acquiror’s bona fide intention to offer such New Securities (including by sale of treasury stockthe “Proposed Securities”), each Stockholder shall have setting forth in reasonable detail the preemptive designation and preferential right, in proportion to its percentage ownership a summary of all of the capital stock of ResNet immediately prior to such issuance, to purchase terms and subscribe for additional shares provisions of the capital stock of ResNetNew Securities proposed to be issued, upon including the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuanceprice, the same percentage ownership amount of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock securities proposed to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issuedapplicable, all the voting powers, preferences and relative participating, optional or other special rights and the qualification, limitations or restrictions thereof and any other terms of the Reconciliation Stock proposed sale of such securities; provided that following the delivery of such notice, Acquiror shall deliver to Company Parent any such information Company Parent may reasonably request in order to evaluate the proposed issuance; and Option Stock shall be deemed (ii) offer to be owned by TCI-Satellite until issue and sell to Company Parent, on such time terms as the Option Agreement Proposed Securities are issued and the Option Warrant shall have terminated without issuance upon full payment by Company Parent of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust thatNew Securities, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount a portion of the purchase price for Proposed Securities equal to a percentage determined by dividing (A) the number of shares of Acquiror Common Stock Company Parent Beneficially Owns (on an as converted basis, assuming full conversion and/or exercise of all equity-based securities of Acquiror then outstanding, whether vested, unvested or then convertible or exercisable) by (B) the total number of shares of Acquiror Common Stock then outstanding (on an as-converted basis, assuming full conversion and/or exercise of all equity-based securities of Acquiror then outstanding, whether vested, unvested or then convertible or exercisable) (such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying termspercentage, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rightsCompany Parent’s “Participation Portion”), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNet.

Preemptive Rights. If ResNet issues any additional shares So long as 17.5% of its capital ----------------- stock the Preferred Shares issued to Subscribers on the last Closing Date to occur remain outstanding, if the Company offers to sell Covered Securities (including by sale as defined below) in a public or private offering of treasury stockCovered Securities solely for cash (a “Qualified Offering”), each Stockholder Subscriber shall have be afforded the preemptive and preferential rightopportunity to acquire from the Company, in proportion to its percentage ownership of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable same terms applicable to any purchaser as such Covered Securities are offered, such Subscriber’s pro rata portion (determined by dividing the number of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid Preferred Shars purchased by such purchaser will be deemed to be Subscriber in this Offering by the fair market value total number of such considerationPreferred Shares issued in this Offering) of 6.25% of the amount of Covered Securities so offered. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend“Covered Securities” means Preferred Stock and any rights, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt warrants to purchase or securities convertible into common stock of ResNet or exercisable or exchangeable for Preferred Stock, other than (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit i) securities issuable upon conversion of any of the directorsPreferred Shares or upon exercise of the Warrants; (ii) securities issued upon the conversion or exercise of any debenture, officerswarrant, option, or other convertible security which is outstanding as of the first Closing Date to occur; (iii) Preferred Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Preferred Stock approved by Company stockholders; (iv) shares of Preferred Stock (or options, convertible securities, or other rights to purchase such shares of Preferred Stock) issued or issuable to employees or directors of, or consultants providing bona fide services to, the Company pursuant to an Approved Stock Plan (as defined below), (v) Preferred Stock, options or convertible securities issued to banks, equipment lessors or other financial institutions pursuant to a debt financing or equipment leasing approved by the board of ResNetdirectors of the Company, (vi) shares of Preferred Stock, options or convertible securities 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 (vii) shares of Preferred Stock, options or convertible securities issued as acquisition consideration pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization, each as approved by the board of directors of the Company and the stockholders of the Company (each an “Excluded Issuance”). “Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard rights, warrants, or options to subscribe for, purchase, or otherwise acquire Common Stock may be issued to any employee, officer, or director for services provided to the Company in their capacity as such. Prior to making any Qualified Offering of Covered Securities, the Company shall give the Subscriber written notice at the address shown on each Subscriber’s signature page hereto of its intention to make such an offering, describing, to the extent then known, the anticipated amount of securities, and other material terms then known to the Company upon which the Company proposes to offer the same (such notice, a “Qualified Offering Notice”). The Subscriber shall then have 10 days after receipt of the Qualified Offering Notice (the “Offer Period”) to notify the Company in writing that it intends to exercise such preemptive right and as to the amount of Covered Securities the Subscriber desires to purchase, up to the maximum amount calculated pursuant to this Section 9(b) (the “Designated Securities”). Such notice constitutes a non-binding indication of interest of the Subscriber to purchase the amount of Designated Securities specified by the Subscriber (or a proportionately lesser amount if the amount of Covered Securities to be offered in such Qualified Offering is subsequently reduced) at the price (or range of prices) established in the Qualified Offering and other terms set forth in the Company’s notice to it. Any failure to respond or to confirm the Subscriber’s interest in purchasing any Covered Securities to which it is entitled under this Section 9(b) during the Offer Period constitutes a waiver of its preemptive rights in respect of such offering or as to the Covered Securities as to which no interest in purchasing is received, as applicable. The sale of the Covered Securities in the Qualified Offering, including any Designated Securities, shall be closed not later than 120 days after the end of the Offer Period. The Covered Securities to be sold to other investors in such Qualified Offering shall be sold at a price not less than, and upon terms no more favorable to such other investors than, those specified in the Qualified Offering Notice. If the Company does not consummate the sale of Covered Securities to other investors within such 120-day period, the right provided hereunder shall be revived and such securities shall not be offered unless first reoffered to the Subscribers in accordance herewith. Notwithstanding anything to the contrary set forth herein and unless otherwise agreed by the Subscriber, by not later than the end of such 120-day period, the Company shall either confirm in writing to the Subscriber that the Qualified Offering has been abandoned or shall publicly disclose its intention to issue the Covered Securities in the Qualified Offering, in either case in such a manner that the Subscriber will not be in possession of any material, non-public information thereafter. If the Subscriber exercises its preemptive right provided in this Section 9(b) with respect to a Qualified Offering that is an underwritten public offering or an offering made to qualified institutional buyers (as such term is defined in the Commission’s Rule 144A under the 1000 Xxx) for resale pursuant to Rule 144A under the 1933 Act (a “Rule 144A offering”), a private placement or other offering, whether not registered under the 1933 Act, the Company shall offer and sell the Subscriber, if any such offering is consummated, the Designated Securities (as adjusted, upward to reflect the actual size of such offering when priced but not in excess of each Subscriber’s Subscriber Percentage Interest) at the same price as the Covered Securities are offered to third persons (not including the underwriters or the initial purchasers in a Rule 144A offering that is being reoffered by the initial purchasers) in such offering and shall provide written notice of such price upon the determination of such price.

Preemptive Rights. If ResNet issues (a) For so long as such Preemptive Rights Holder owns no less than 25% of the Convertible Shares purchased at the Closing, if the Company proposes to issue or sell any additional Common Shares, Common Share Equivalents or Debt Securities to any Person or Persons other than the Holders other than (i) an issuance of securities registered on Form S-8 or any successor form thereto or otherwise issued under any employee benefits plan approved by the Compensation Committee of the Board, (ii) any securities registered on Form S-4 or any successor form thereto or otherwise issued in an exchange offer or business combination transaction, (iii) any securities issued in connection with the Company's financing facilities or securitization transactions, in each case in the ordinary course of the Company's business operations, (iv) any securities issued as a dividend or distribution upon any shares of its capital ----------------- stock (including by sale of treasury stock), each Stockholder shall have the preemptive and preferential right, in proportion to its percentage ownership of the capital stock of ResNet immediately prior the Company, (v) any securities issued pursuant to such issuance, to purchase and subscribe for additional shares the conversion or exercise of securities that are outstanding as of the capital stock date hereof and (vi) any securities to be issued pursuant to the Rights Offering and the Standby Purchase Agreement (a "New Issuance"), the Company shall (A) give each of ResNetthe Preemptive Rights Holders 30 days' prior written notice of the proposed issuance or sale and (B) offer to sell to the Preemptive Rights Holders, upon on the same terms and conditions as any the proposed sale to such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuancePerson or Persons, the same respective numbers of such securities which, if all such securities were purchased, would result in the Preemptive Rights Holders holding that percentage ownership of such securities equal to the capital stock percentage of ResNet as such Stockholder had Common Shares on a fully diluted basis owned by the Preemptive Rights Holders immediately prior to such stock issuance; providedsale. Such offer shall remain open for 15 days after notice of such New Issuance has been received by such Preemptive Rights Holder. If requested by the Preemptive Rights Holders, however, that LodgeNet shall have no preemptive rights with respect the Company will issue to the Initial Stock Preemptive Rights Holders (or any Conversion StockAffiliate designated by such Preemptive Rights Holders) a different class of equity or debt securities (as the case may be), Reconciliation Stock, or Option Stock which shall be identical to those to be issued to TCIexcept that they will be non-Satellite voting and provided further that for purposes of determining percentage ownership of each of convertible into those equity or debt securities (as the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed case may be) to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNet.

Preemptive Rights. If ResNet issues For so long as Investor or any additional shares of its capital ----------------- stock (including by sale Affiliates owns not less than 10% of treasury stock)the Common Stock of the Company, each Stockholder assuming conversion of the Convertible Common Stock, that it acquires pursuant to this Agreement, Investors and its Affiliates shall have the preemptive right to purchase any New Securities that the Company may hereafter from time to time propose to sell and preferential rightissue (whether or not presently authorized) for cash, including, shares from the treasury of the Company, in proportion the ratio that the number of Shares Investor or its Affiliates holds on a fully diluted basis at the time of issue bears to its percentage ownership the total number of shares then outstanding on a fully diluted basis. The purchase price for such New Securities shall be the price at which such New Securities are proposed to be issued. The Company shall give Investor written notice of a proposed issuance of New Securities (a "Proposed Issuance") at least 30 days prior to the date of the capital stock of ResNet immediately prior to such issuance, to purchase and subscribe for additional shares of Proposed Issuance. Such notice shall set forth the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital Proposed Issuance. The rights granted pursuant to this Section shall be deemed waived by Investor if it or its Affiliates do not exercise such right in whole or in part by written notice to the Company and pay for the New Securities as to which Investor or its Affiliates exercised such rights within 30 days of receipt of notice of the Proposed Issuance. "New Securities" shall mean any shares of common stock or other equity securities of ResNet as the Company, whether now authorized or not, and any rights, options or warrants to purchase such Stockholder had immediately prior to such shares or other equity securities of any type whatsoever that are or may become convertible into said shares of common stock issuanceor other equity securities; provided, however, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or "New Securities" does not include (i) any Conversion Stock, Reconciliation Stock, or Option Stock securities to be issued in connection with an underwritten public offering pursuant to TCI-Satellite a registration statement filed with the Securities and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNetExchange Commission, all of the Initial Stock and the Conversion Stock shall be deemed (ii) any securities to be owned by TCI-Satellite and all issued in connection with a merger, an acquisition of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued andstock or assets, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, consolidation or other incentive plan for the benefit type of business combination so long as such transaction is an arms-length transaction, (iii) any of the directors, officers, or employees of ResNet.securities issuable upon

Preemptive Rights. If ResNet issues any additional shares In the absence of its capital ----------------- stock (including by sale of treasury stock)and until a Qualified IPO, each Stockholder the Investor shall have the preemptive and preferential right, in proportion right of first refusal to purchase all or part of its pro rata share (equal to its percentage ownership of the Company on a fully diluted basis) of New Securities (as defined below) that the Company may, from time to time, propose to sell and issue, subject to the terms and conditions set forth below. "New Securities" shall mean any capital stock of ResNet immediately prior to such issuancethe Company whether now authorized or not, and rights, options, or warrants to purchase capital stock, and subscribe for additional shares securities of the any type whatsoever that are, or may become, convertible into capital stock of ResNetstock, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuance; provided, however, that LodgeNet the term "New Securities" does not include (i) the Senior Preferred Stock issuable under this Agreement or the shares of Common Stock issuable upon conversion of the Senior Preferred Stock; (ii) securities issued pursuant to an acquisition; (iii) options granted or securities issued pursuant to an employee or director stock option program; or (iv) securities issued as a result of any stock split, stock dividend, or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock. In the event the Company intends to issue New Securities, it shall have no preemptive rights with respect give written notice to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes Investor ("Notice of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock Issuance") which shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of set forth the purchase price and any other conditions of the issuance. The Investor shall have 30 days from the date of Notice of Issuance to agree to purchase all or part of its pro rata share of such New Securities for such shares ResNet shall issue such shares into an escrow or voting trust that, the price and upon the general terms and conditions specified in the opinion Notice of regulatory counsel reasonably acceptable Issuance by giving written notice to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning Company stating the amount quantity of New Securities to be so purchased. The Company shall have the right during the period expiring 150 days after the giving of the purchase Notice of Issuance to sell any or all of such New Securities not purchased by the Investor at a price for and upon general terms no more favorable to the purchasers than specified in the Notice of Issuance. In the event that the Company has not sold such shares to ResNet on a non-recourse basis ResNet shall issue a warrant to acquire New Securities within such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms150 day period, the preemptive rights of Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which Investor in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetmanner provided in this Section 11.9.

Preemptive Rights. If ResNet issues The Company hereby grants to each Stockholder a right (the "PREEMPTIVE RIGHT") to purchase all or any additional part of its Pro Rata Share of any New Securities (as hereinafter defined) that the Company may, from time to time, propose to sell and issue. For purposes of this Section 2, "PRO RATA SHARE" shall mean the ratio of (x) the sum of the number of shares of its capital ----------------- stock Common Stock issuable upon the conversion of all shares of Preferred Stock held by such Stockholder plus the number of shares of Common Stock issuable upon conversion of Preferred Stock issuable or issued upon conversion of Preferred Stock Warrants held by such Stockholder plus the number of shares of Common Stock issuable or issued upon the exercise of Common Stock Warrants held by such Stockholder, to (including by sale of treasury stock), each Stockholder shall have y) the preemptive and preferential right, in proportion to its percentage ownership sum of the total number of shares of Common Stock then outstanding plus the total number of shares of Common Stock issuable upon the conversion or exchange of the total number of shares of Preferred Stock and other securities convertible into or exchangeable or exercisable for Common Stock then outstanding. This Preemptive Right shall be subject to the following provisions: - 1 - <PAGE> a. "NEW SECURITIES" shall mean any capital stock of ResNet immediately prior to such issuancethe Company, to purchase and subscribe for additional shares of whether or not authorized on the capital stock of ResNet, upon the same terms and conditions as any such new issuance of capital stock of ResNet, such that each Stockholder will have immediately after such stock issuance, the same percentage ownership of the capital stock of ResNet as such Stockholder had immediately prior to such stock issuancedate hereof; provided, however, that LodgeNet "NEW SECURITIES" shall have no preemptive not include the following: (i) shares of capital stock of the Company issuable upon conversion or exercise of any currently outstanding securities or any New Securities issued in accordance with this Agreement; (ii) securities issuable pursuant the Purchase Agreement or upon the exercise or conversion of any security issued pursuant to the Purchase Agreement; (iii) securities issued to officers, directors or employees of, or consultants to, the Company pursuant to a stock grant, option plan or purchase plan or other stock incentive program, including without limitation sales of shares to such persons pursuant to restricted stock purchase agreements approved by the Board of Directors; (iv) securities issued as a dividend or distribution on Preferred Stock or in connection with any stock split, stock dividend or similar transaction; (v) securities issued upon exercise or conversion of warrants to purchase shares of Common Stock issued in connection with (1) equipment lease financing transactions with institutions regularly engaged in equipment leasing or (2) bank lending, if such transactions are approved by the Board of Directors, and the issuance of such warrants is not principally for the purpose of raising additional equity capital for the Corporation; provided however that the number of shares of New Securities so excluded in any fiscal year of the Company shall not exceed 0.5% of the number of shares of Common Stock of the Company outstanding and the number of New Securities so excluded in the aggregate shall not exceed 1.5% of the number of shares of Common Stock outstanding, in each case determined as of the date of issuance of such New Securities, after giving effect to the conversion of all outstanding shares Series A Preferred Stock and other securities convertible into Common Stock unless such grants are approved by a majority of the present and voting directors of the Company elected by the holders of Series A Preferred Stock; (vi) securities issued to customers, vendors or joint venture partners or in connection with other strategic alliances approved by the Board of Directors which involve the grant of licenses or localization, distribution, OEM, bundling, manufacturing or resale rights with respect to the Initial Stock Company's products or any Conversion Stock, Reconciliation Stock, or Option Stock to be technology; provided that the aggregate number of shares of Common so issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each of the Stockholders in the capital stock of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or subsequent to the extent date hereof shall not exceed 2,000,000 shares (as adjusted for stock splits, stock dividends and similar events); (vii) securities issued in a firm-commitment underwritten public offering pursuant to a registration statement filed under the Securities Act of 1933, as amended, provided that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant Company shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising used its preemptive rights best efforts to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet on make a non-recourse basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash or cash equivalents, then the price paid by such purchaser will be deemed to be the fair market value Pro Rata Share of such consideration. The Stockholders' preemptive right securities available to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares each Stockholder; - 2 - <PAGE> (viii) securities issued pursuant to any options, warrants, debentures, business combination transactions or debt convertible into common stock acquisition of ResNet technology or other assets of other business; and (which in ix) securities issued by way of dividend or other distribution on shares excluded from the case definition of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rightsNew Securities by the foregoing clauses (i), to shares issued for property or services(ii), (iii), (iv), (v), (vi) (vii) and to shares issued (viii), provided that such issuance is made (x) pursuant to any stock option, bonus, or other incentive plan for the benefit of any obligations of the directors, officers, Company established in connection with the original issuance of such securities or employees (y) to all holders of ResNet.the Company's outstanding capital stock in proportion to the number of shares held. b.

Preemptive Rights. If ResNet issues any additional shares of its capital ----------------- stock (including by sale of treasury stock)a) Subject to Section 7.9(g) below, from and after the Closing, each Stockholder Purchaser shall have the right (or may appoint an Affiliate to exercise such right) to exercise the preemptive and preferential rights set forth in this Section 7.9 (such Purchaser or any such Affiliate thereof who exercises such right, an “Exercising Party”). If the Company, at any time following the Closing, intends to consummate a public or non-public offering of Equity Securities (any such security, a “New Security”) (other than (i) pursuant to the granting or exercise of compensatory stock options or other equity-based awards pursuant to the Company’s stock incentive plans in proportion the ordinary course of equity compensation awards and any other compensatory stock options or equity-based awards that may be considered an “inducement grant” pursuant to its percentage ownership NASDAQ Marketplace Rule 5635(c)(4), (ii) issuances for the purposes of consideration in acquisition transactions, (iii) issuances of shares of Common Stock issued upon conversion of, or as a dividend on, any convertible or exchangeable securities of the capital stock of ResNet immediately Company issued either (A) pursuant to the transactions contemplated hereby or (B) prior to the date hereof and (iv) distributions or issuances pursuant to any rights plan adopted by the Company), the Exercising Party shall be afforded the opportunity to acquire from the Company a portion of such issuance, to purchase New Securities (the “Purchaser New Securities”) for the same price (net of any underwriting discounts or sales commissions) and subscribe for additional shares of the capital stock of ResNet, upon on the same terms and conditions as any such new issuance New Securities are sold to others, up to the amount specified in the following sentence. The amount of capital stock Purchaser New Securities that the Exercising Party shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number of ResNet, such that each Stockholder will have immediately after such stock issuanceoffered shares of New Securities by (y) a fraction, the same percentage ownership numerator of which is the capital stock number of ResNet shares of Common Stock held by such Purchaser on a fully-diluted basis (assuming conversion, exercise or exchange of all “in-the-money” securities or other “in-the-money” interests convertible into, exercisable for or exchangeable for shares of Common Stock) from either Purchased Shares or the Underlying Shares, as of such Stockholder had immediately prior to date, and the denominator of which is the number of shares of Common Stock then outstanding on a fully-diluted basis (assuming conversion, exercise or exchange of all “in-the-money” securities or other “in-the-money” interests convertible into, exercisable for or exchangeable for shares of Common Stock), as of such stock issuance; provideddate (such fraction, howevera “Preemptive Rights Fraction”). For the avoidance of doubt, that LodgeNet shall have no preemptive rights with respect to the Initial Stock or any Conversion Stock, Reconciliation Stock, or Option Stock to be issued to TCI-Satellite and provided further that for purposes of determining percentage ownership of each calculating any Purchaser’s Preemptive Rights Fraction, the calculation of the Stockholders in the capital stock number of ResNet, all of the Initial Stock and the Conversion Stock shall be deemed to be owned by TCI-Satellite and all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI- Satellite if it has been issued and, if or to the extent that it has not been issued, all of the Reconciliation Stock and Option Stock shall be deemed to be owned by TCI-Satellite until such time as the Option Agreement and the Option Warrant shall have terminated without issuance of the Option Stock. If TCI- Satellite is prevented from exercising its preemptive rights to acquire additional shares of capital stock of ResNet due to the Regulatory Restrictions, upon payment of the purchase price for such shares ResNet shall issue such shares into an escrow or voting trust that, in the opinion of regulatory counsel reasonably acceptable to ResNet, would not violate the Regulatory Restrictions, or upon TCI-Satellite loaning the amount of the purchase price for such shares to ResNet Common Stock on a nonfully-recourse diluted basis ResNet shall issue a warrant to acquire such shares, in form and substance reasonably satisfactory to ResNet and TCI- Satellite, to TCI-Satellite, at the option of TCI-Satellite. If any issuance of capital stock of ResNet is on varying terms, the preemptive rights of the Stockholders hereunder shall be at the most favorable price and on the most favorable terms applicable to any purchaser of disregard any such additional shares of capital stock of ResNet. If the consideration paid by a purchaser is not cash convertible, exercisable or cash equivalents, then the price paid by exchangeable securities or such purchaser will be deemed to be the fair market value of such consideration. The Stockholders' preemptive right to acquire additional shares of capital stock of ResNet shall extend, without limitation, to shares issued pursuant to any options, warrants, debentures, or debt convertible into common stock of ResNet (which in the case of debt or debentures coupled with warrants will be considered as a unit for purposes of exercise of any preemptive rights), to shares issued for property or services, and to shares issued pursuant to any stock option, bonus, or other incentive plan for the benefit of any of the directors, officers, or employees of ResNetinterests that are “out-of-the-money.”