Common use of Exercise of Preemptive Rights Clause in Contracts

Exercise of Preemptive Rights. The Preemptive Investors shall have twenty (20) days from their receipt of such Initial Notice to elect to purchase a portion of the Equity Securities being offered. Each Preemptive Investor shall have the right to purchase such Preemptive Investor’s pro rata share, based on the ratio of (i) the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Preemptive Investor to (ii) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Preemptive Pro Rata Share”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Electing Investors), the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Subject to compliance with applicable securities laws (including that any Person to whom an apportionment is proposed to be made is an “accredited investor” as that term is defined in Rule 501(a) of the Securities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), each Preemptive Investor shall be entitled to apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an investment in an entity that competes with the Company, and (iii) such apportionment would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange Act.

Exercise of Preemptive Rights. The Preemptive Investors (a) Each Preferred Shareholder shall have twenty the right and option, for a period of fifteen (2015) days from their receipt after delivery of such Initial the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect to purchase a all or any portion of its pro rata share of the Equity Issuance Securities being offered(and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Investor shall have the right to purchase such Preemptive Investor’s pro rata share, based on the ratio of (i) the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held Offer by such Preemptive Investor to (ii) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding delivering a written notice (the “Preemptive Pro Rata ShareAcceptance Notice”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Electing Investors), the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice ) to the Company and stating therein within the quantity Preemptive Acceptance Period specifying the maximum number of Equity Issuance Securities such Preferred Shareholder will purchase. If any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects to be purchased. Subject exercise such rights with respect to compliance with applicable securities laws (including that any Person to whom an apportionment is proposed to be made is an “accredited investor” as that term is defined in Rule 501(a) less than its pro rata share of the Issuance Securities, any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), each Preemptive Investor (a “Fully Participating Shareholder”) shall be entitled to apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies purchase from the Company an additional number of Issuance Securities equal to the product of (x) the aggregate number of Excess Securities (defined below) and (y) a fraction, the numerator of which is the total amount of Preference Shares owned by such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor Fully Participating Shareholder on the date of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an investment in an entity that competes with the CompanyPreemptive Offer, and the denominator of which is the total amount of Preference Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (iiifor both the numerator and the denominator) such apportionment would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange Acton a fully diluted basis.

Exercise of Preemptive Rights. The Preemptive Investors Investors’ Representative shall have twenty (20) the sole and exclusive power and authority to exercise, on behalf and at the direction of each Investor, such Investor’s right to subscribe for new Equity Securities of the Company pursuant to Section 4.04 of the Shareholder Agreement. The Investors’ Representative shall provide each Investor with a copy of any Pre-emptive Notice received by the Investors’ Representative as promptly as reasonably practicable and in any event within five calendar days from their following the Investors’ Representative’s receipt thereof. Each Investor may elect to participate in any Covered Transaction to which such Pre-emptive Notice relates by notifying the Investors’ Representative in writing of such Initial intention (an “Investor Participation Notice”) during the period commencing upon the date such Investor received the applicable Pre-emptive Notice and ending on the date that is two business days prior to the expiration of the applicable Pre-emptive Acceptance Period. An Investor Participation Notice shall be binding on such Investor and irrevocable, except as set forth in Section 4.04 of the Shareholder Agreement, and shall specify the number of Equity Securities such Investor wishes to purchase, which number shall not exceed its then-applicable Pro Rata Share. In the event an Investor timely submits an Investor Participation Notice to elect the Investors’ Representative, the Investors’ Representative shall then timely deliver a Pre-emptive Acceptance Notice to the Company in accordance with Section 4.04 of the Shareholder Agreement to indicate the number of Equity Securities such Investor wishes to purchase a portion and thereafter the Investors’ Representative and such Investor shall cooperate in good faith and take such further action as may be reasonably necessary to effect the purchase by such Investor of the Equity Securities being offered. Each Preemptive set forth in such Investor shall have the right to purchase Participation Notice in connection with such Preemptive Investor’s pro rata share, based on the ratio of (i) the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Preemptive Investor to (ii) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Preemptive Pro Rata Share”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Electing Investors), the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Subject to compliance with applicable securities laws (including that any Person to whom an apportionment is proposed to be made is an “accredited investor” as that term is defined in Rule 501(a) of the Securities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), each Preemptive Investor shall be entitled to apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an investment in an entity that competes with the Company, and (iii) such apportionment would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange ActCovered Transaction.

Exercise of Preemptive Rights. The Preemptive Investors (a) Each Preferred Shareholder shall have twenty the right and option, for a period of fifteen (2015) days from their receipt after delivery of such Initial the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect to purchase a all or any portion of its pro rata share of the Equity Issuance Securities being offered(and any of its Affiliates’ pro rata share of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preferred Shareholder may accept the Preemptive Investor shall have the right to purchase such Preemptive Investor’s pro rata share, based on the ratio of (i) the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held Offer by such Preemptive Investor to (ii) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding delivering a written notice (the “Preemptive Pro Rata ShareAcceptance Notice”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Electing Investors), the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice ) to the Company and stating therein within the quantity Preemptive Acceptance Period specifying the maximum number of Equity Issuance Securities such Preferred Shareholder will purchase. If any Preferred Shareholder does not exercise its preemptive rights under this Section 4.3 or elects to be purchased. Subject exercise such rights with respect to compliance with applicable securities laws (including that any Person to whom an apportionment is proposed to be made is an “accredited investor” as that term is defined in Rule 501(a) less than its pro rata share of the Issuance Securities, any Preferred Shareholder that has elected to exercise its rights with respect to its full pro rata share of the Issuance Securities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), each Preemptive Investor (a “Fully Participating Shareholder”) shall be entitled to apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies purchase from the Company an additional number of Issuance Securities equal to the product of (x) the aggregate number of Excess Securities (defined below) and (y) a fraction, the numerator of which is the total amount of Preferred Shares owned by such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor Fully Participating Shareholder on the date of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an investment in an entity that competes with the CompanyPreemptive Offer, and the denominator of which is the total amount of Preferred Shares owned by all Fully Participating Shareholders that elect to purchase Excess Securities, in each case (iiifor both the numerator and the denominator) such apportionment would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange Acton a fully diluted basis.

Exercise of Preemptive Rights. The Preemptive Investors Manager (with the prior written consent of Members holding a majority of the Residual Percentages), may from time to time cause the Company to issue new Membership Interests (“Offered Membership Interests”), and each Member shall have twenty the right (20a “Preemptive Right”) days from their receipt of such Initial Notice to elect to purchase a all or part of its ratable portion of any Offered Membership Interests (calculated as set forth in subsections (i), (ii) and (iii) below); provided, however, that the Manager may issue without the consent of any Members, and Members shall have no Preemptive Right with respect to, new Membership Interests issued in connection with the Company’s acquisition of Private Placement Units in connection with the closing of the IPO. The Company shall give written notice of any proposed issuance or sale of Offered Membership Interests (the “Additional Issuance Notice”) to each of the Members specifying the total amount of capital to be raised, the type of Membership Interests to be issued and the material terms and conditions pertaining thereto, including the price and proposed issuance date. Each Member may exercise its Preemptive Right to purchase its ratable portion of the Equity Securities being offeredOffered Membership Interests by delivering written notice (a “Preemptive Rights Notice”) to the Company within ten days following receipt of the Additional Issuance Notice. Each A Preemptive Investor Rights Notice shall state that the Member shall purchase such Offered Membership Interests on the terms specified in the Additional Issuance Notice and indicating the amount and type, if applicable, of Offered Membership Interests such Member wishes to purchase. Any Preemptive Rights Notice so delivered shall be binding upon delivery and irrevocable by the applicable Member. If a Member does not deliver a Preemptive Rights Notice to the Company within such ten day period the Member shall not have the right to purchase such Preemptive Investor’s pro rata share, its ratable portion of Offered Membership Interests pursuant to this Section 3.08. The ratable portion of Offered Membership Interests initially offered to each Member shall be determined based on such Member’s Founder Shares Percentage, Private Placement Units Percentage or Residual Percentage, as applicable, determined by multiplying the ratio of (i) the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Preemptive Investor to (ii) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Preemptive Pro Rata Share”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Electing Investors), the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Subject to compliance with applicable securities laws (including that any Person to whom an apportionment is proposed to be made is an “accredited investor” as that term is defined in Rule 501(a) of the Securities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), each Preemptive Investor shall be entitled to apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an investment in an entity that competes with the Company, and (iii) such apportionment would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange Act.Offered Membership Interests by

Exercise of Preemptive Rights. The Preemptive If the Investors shall have twenty (20) days from their receipt of such Initial Notice to do not elect to purchase all of the Equity Securities being offered pursuant to Section 3.3 hereof and the Company accepts a portion Third Party Offer in accordance with Section 3.3 hereof, the Company shall give each Investor written notice (the “Subsequent Notice”). Each Investor shall have thirty (30) calendar days from the date on which the Investor receives the Subsequent Notice to agree to purchase its Preemptive Pro Rata Share (as defined below) of all of the Equity Securities being offered, each for the price and upon the terms and conditions specified in the Initial Notice. Each Preemptive Investor shall have the right to purchase such Preemptive Investor’s pro rata share, based on “Preemptive Pro Rata Share” is equal to the ratio of (ix) the number of shares of Common Stock of which it is deemed to be a holder (including all shares of Common Stock issued or issuable upon conversion of the any securities convertible or exercisable into shares of Preferred Stock held by Common Stock) immediately prior to the issuance of such Preemptive Investor Equity Securities, to (iiy) the total number of shares of Common Stock issued and outstanding (including all shares of Common Stock issued or issuable upon conversion of the any securities convertible or exercisable into shares of Preferred Stock then outstanding (Common Stock, including all shares available for issuance under the “Preemptive Pro Rata Share”)Company’s equity incentive plans) immediately prior to the issuance of the Equity Securities. If Each Investor shall have a Preemptive right of reallotment such that, if any Investor elects fails to exercise the right to purchase its full Preemptive Pro Rata Share (of the “Electing Investor”)Equity Securities being offered, then such Electing the Company shall promptly notify the other Investor shall have a and the other Investor may exercise an additional right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), balance of such Electing Investor Equity Securities not previously purchased. Any Equity Securities not purchased pursuant to this Section 3.4 may purchase, on a pro rata basis with other Electing Investors (based on be sold during the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Electing Investors), the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if any, by giving written notice Offer Period to the purchaser pursuant to the Third Party Offer accepted by the Company and stating therein in accordance with Section 3.3 hereof. The Company may in its discretion sell the quantity full amount of Equity Securities to be purchased. Subject to compliance with applicable securities laws (including that any Person to whom an apportionment is proposed to be made is an “accredited investor” as that term is defined in Rule 501(a) of contemplated by the Securities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), each Preemptive Investor shall be entitled to apportion Third Party Offer and sell additional Equity Securities to be purchased among its partners and Affiliates, the extent provided that (i) such Preemptive Investor notifies the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an investment in an entity that competes with the Company, and (iii) such apportionment would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange Actthis Section 3.4.

Exercise of Preemptive Rights. The (a) Each Preemptive Investors Rightholder shall have twenty the right, exercisable by such holder through the delivery of a written notice (20a “Preemptive Acceptance Notice”) to the Company within a period of 15 days from their receipt after the date of such Initial the Preemptive Offer Notice to elect (the “Preemptive Acceptance Period”), to purchase a portion up to its Pro Rata Share of the Equity Issuance Securities being offeredat the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preemptive Investor Acceptance Notice shall have specify the right maximum number of Issuance Securities such Preemptive Rightholder will purchase (which may be less than, equal to, or greater than such Preemptive Rightholder’s Pro Rata Share of the Issuance Securities, up to the total number of Issuance Securities). The failure of a Preemptive Rightholder to give a Preemptive Acceptance Notice within the Preemptive Acceptance Period shall constitute a waiver of such Preemptive Rightholder’s preemptive rights under this Section 4.3 with respect to the relevant Preemptive Offer. If any Preemptive Rightholder does not exercise or has waived its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its Pro Rata Share of the Issuance Securities, any Preemptive Rightholder that has elected to exercise its preemptive rights under this Section 4.3 with respect to at least its full Pro Rata Share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase such Preemptive Investor’s pro rata share, based on from the ratio Company up to an additional number of Issuance Securities equal to the product of (i) the aggregate number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Issuance Securities over which no Preemptive Investor to Rightholder has exercised its preemptive rights under this Section 4.3 (“Excess Securities”) and (ii) a fraction, the numerator of which is the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Preemptive Pro Rata Share”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock Shares held by such Electing Investors), Fully Participating Shareholder and the Non-electing Investor’s Preemptive Pro Rata Share (denominator of which is the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement total number of Shares held by all of the Fully Participating Shareholders that elect to purchase such Investor’s Preemptive ProExcess Securities, in each case (for both the numerator and the denominator) on an as-Rata Share or such Preemptive Investor’s Preemptive Over-Allotmentconverted, if any, by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Subject to compliance with applicable securities laws (including that any Person to whom an apportionment is proposed to be made is an “accredited investor” fully diluted basis as that term is defined in Rule 501(a) of the Securities Act if such proposed issuance date of Equity Securities is proposed the Preemptive Offer Notice. The Company shall continue to be made only offer additional pro rata portions to accredited investors), each Preemptive Investor shall be entitled Fully Participating Shareholders choosing to apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies the Company purchase their full pro rata portion of such allocation, Excess Securities under this Section 4.3(a) until the earlier of (A) all Issuance Securities have been purchased by the Preemptive Rightholders or (ii) such partner or Affiliate is not directly or indirectly a competitor all Preemptive Rightholders have purchased the maximum number of the Company (as determined Issuance Securities indicated in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an investment in an entity that competes with the Company, and (iii) such apportionment would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange Acttheir respective Preemptive Acceptance Notice.

Exercise of Preemptive Rights. The Preemptive Investors (a) Each holder of Preferred Shares shall have twenty the right, exercisable by such holder through the delivery of a written notice (20a “Preemptive Acceptance Notice”) to the Company within a period of 15 days from their receipt after the date of such Initial the Preemptive Offer Notice to elect (the “Preemptive Acceptance Period”), to purchase a portion up to its Pro Rata Share of the Equity Issuance Securities being offeredat the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preemptive Investor Acceptance Notice shall specify the maximum number of Issuance Securities such holder of Preferred Shares will purchase. The failure of a holder of Preferred Shares to give a Preemptive Acceptance Notice within the Preemptive Acceptance Period shall be deemed to be a waiver of such holder’s preemptive rights under this Section 4.3 with respect to the relevant Preemptive Offer. If any holder of Preferred Shares does not exercise or is deemed to have waived its preemptive rights under this Section 4.3 or elects to exercise such rights with respect to less than its Pro Rata Share of the right Issuance Securities, any holder of Preferred Shares that has elected to exercise its preemptive rights under this Section 4.3 with respect to its full Pro Rata Share of the Issuance Securities (a “Fully Participating Shareholder”) shall be entitled to purchase such Preemptive Investor’s pro rata share, based on from the ratio Company up to an additional number of Issuance Securities equal to the product of (i) the aggregate number of shares of Common Stock issuable upon conversion of the shares Issuance Securities over which no holder of Preferred Stock held by such Preemptive Investor to Shares has exercised its preemptive rights under this Section 4.3 (“Excess Securities”) and (ii) a fraction, the numerator of which is the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Preemptive Pro Rata Share”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock Shares held by such Electing Investors), Fully Participating Shareholder and the Non-electing Investor’s Preemptive Pro Rata Share (denominator of which is the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement total number of Shares held by all of the Fully Participating Shareholders that elect to purchase such Investor’s Preemptive ProExcess Securities, in each case (for both the numerator and the denominator) on an as-Rata Share or such Preemptive Investor’s Preemptive Over-Allotmentconverted, if any, by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Subject to compliance with applicable securities laws (including that any Person to whom an apportionment is proposed to be made is an “accredited investor” fully diluted basis as that term is defined in Rule 501(a) of the Securities Act if such proposed issuance of Equity Securities is proposed to be made only to accredited investors), each Preemptive Investor shall be entitled to apportion Equity Securities to be purchased among its partners and Affiliates, provided that (i) such Preemptive Investor notifies the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor date of the Company (as determined in good faith by the Board), it being understood that a transferee that is a blind pool investment vehicle shall not be deemed to compete with the Company solely because such transferee may have made an investment in an entity that competes with the Company, and (iii) such apportionment would not result in the Company being required to file reports with the Commission pursuant to 13(g) of the Exchange ActPreemptive Offer Notice.

Exercise of Preemptive Rights. The Preemptive Investors If the Company proposes to issue any Equity Securities, it shall give each Major Investor notice (the “Company Notice”) of its intention, describing the Equity Securities and the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have twenty ten (2010) days from their the date of its receipt of such Initial the Company Notice to elect agree to purchase a portion of the Equity Securities being offered. Each Preemptive Investor shall have issued, for the right to purchase such Preemptive Investor’s pro rata share, based on price and upon the ratio of (i) terms and conditions specified in the number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Preemptive Investor to (ii) the total number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock then outstanding (the “Preemptive Pro Rata Share”). If a Preemptive Investor elects to purchase its full Preemptive Pro Rata Share (the “Electing Investor”), then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor fails to purchase its Preemptive Pro Rata Share (the “Non-electing Investor”), such Electing Investor may purchase, on a pro rata basis with other Electing Investors (based on the relative number of shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by such Electing Investors), the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”). Each Preemptive Investor shall indicate its agreement to purchase such Investor’s Preemptive Pro-Rata Share or such Preemptive Investor’s Preemptive Over-Allotment, if anyCompany Notice, by giving written notice to the Company and stating therein the quantity of Equity Securities it agrees to purchase; provided that, if all Persons entitled to purchase or receive such Equity Securities are required to purchase other securities of the Company, the Major Investors exercising their rights pursuant to this Section 4.2 shall also be purchasedrequired to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. Subject The Company shall promptly, and in no event later than five (5) days after the expiration of the ten (10) day notice period, give each Major Investor that elects to compliance with applicable securities laws purchase all of the Equity Securities available to it (including that any Person to whom an apportionment is proposed to be made is an the “accredited investor” as that term is defined Fully-Exercising Investor”) notice in Rule 501(awriting (the “Secondary Company Notice”) of any other Major Investor’s failure to subscribe for all of the Securities Act if such proposed issuance of Equity Securities is proposed available to be made only to accredited investors)it. During the five (5) business day period commencing after receipt of such information from the Company, each Preemptive Fully-Exercising Investor shall then be entitled to apportion obtain up to that portion of the Equity Securities not subscribed for by the other Major Investors which is equal to be purchased among its partners the proportion that the number of shares of Common Stock issued and Affiliatesheld, provided that (i) or issuable upon conversion of Series A Preferred then held, by such Preemptive Fully-Exercising Investor notifies bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Series A Preferred then held, by all Fully-Exercising Investors who wish to purchase some or all of the unsubscribed Equity Securities. Such Fully-Exercising Investor shall provide written notice to the Company of such allocation, (ii) such partner or Affiliate is not directly or indirectly a competitor if it so desires to obtain any portion of the Company (as determined in good faith Equity Securities not subscribed for by the Board), it being understood that other Major Investors and to which such Fully-Exercising Investor is entitled. The purchase of any Equity Securities by any Major Investor pursuant to this Section 4.2 shall be completed on a transferee that is a blind pool investment vehicle shall business day occurring not be deemed to compete with sooner than ten (10) business days after expiration of the Company solely because such transferee may have made an investment in an entity that competes with the Company, and ten (iii10) such apportionment would not result day notice period in the case where no Secondary Company being required to file reports with Notice is given or the Commission pursuant to 13(gfive (5) of business days offer period in the Exchange Actcase where a Secondary Company Notice is given.