Common use of Offer Clause in Contracts

Offer. Not fewer than ten (10) business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any of its Subsidiaries proposing to issue such Subject Securities (the “Issuer”) to each Investor. The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) such Investor’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to the Issuer, the name of each Person to which the Subject Securities would be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities Act, to such Investor such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor (not to exceed such Investor’s Participation Percentage of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the Investors, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than At least ten (10) business days Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished delivered by the Company or any of its Subsidiaries proposing to issue such Subject Securities Issuer and received by each Investor (the “IssuerParticipating Offerees”) to each Investor). The Participation Notice shall include: (ai) the principal terms and conditions of the proposed Issuance, including (iA) the amount, kind type and terms of the Subject Securities to be included in the Issuance, (iiB) the number of Equivalent Shares represented by such Subject Securities (Securities, if applicable, (C) each Participating Offeree’s pro rata share of such Subject Securities based on such Participating Offeree’s Percentage Interest in the Company (the “Participation Portion”), (iii) such Investor’s Participation Percentage, (ivD) the maximum and minimum price (including including, if applicable, the maximum and minimum Price Per price per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration that is sufficiently detailed to permit valuation thereof, (vE) if known to the Issuerproposed manner of disposition, (F) the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (viG) if known to the Issuerknown, the proposed issuance Issuance date; and (bii) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipating Offeree, to such Investor Participating Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participating Offeree (not to exceed such InvestorParticipating Offeree’s Participation Percentage of the total amount of Subject Securities to be included in the IssuancePortion), on the same terms and conditions, with respect to conditions as each unit of Subject Securities issued to the Investors, as each of the Prospective Subscribers shall be issued units of Subject SecuritiesSubscribers.

Offer. Not fewer Subject to Section 5.2, not less than ten fifteen (1015) business days Business Days prior to the consummation of an any Post-Closing Issuance, the Company shall deliver a written notice regarding such Post-Closing Issuance (the each, a “Participation Notice”) shall be furnished by the Company or any of its Subsidiaries proposing to issue such Subject Securities (the “Issuer”) to each Investor. The Participation Eligible Stockholder, which Participation Notice shall include: (ai) the principal terms and conditions of the proposed Post-Closing Issuance, including (iA) a description and the amount, kind and terms number of the Subject Participation Securities to be included in the Post-Closing Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) such Investor’s Participation Percentage, (ivB) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject SecuritiesParticipation Securities or the aggregate principal amount of the Participation Securities (as applicable), in each case, as determined by the Board, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (vC) the proposed manner of disposition, (D) if known to the Issuerknown, the name and address of each the Person or Persons to which whom the Subject Participation Securities would will be issued (the “Prospective SubscriberPurchaser”) and (viE) if known to the Issuerknown, the proposed issuance date; anddate of the Post-Closing Issuance, or if not known, the anticipated date of the Post-Closing Issuance. (bii) an irrevocable offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Eligible Stockholder, to such Investor Participation Eligible Stockholder such portion of the Subject Participation Securities to be included in the Post-Closing Issuance as may be requested by such Investor Participation Eligible Stockholder (subject to Section 5.1(c), not to exceed such InvestorParticipation Eligible Stockholder’s Participation Percentage Portion of the total amount of Subject Participation Securities to be included in the Post-Closing Issuance), on the same terms and conditionsconditions and at the same price per unit, with respect to each unit of Subject Securities issued to the Investors, as each of the Prospective Subscribers shall be issued units of Subject SecuritiesParticipation Security issued.

Offer. Not fewer than ten (10) business fifteen days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall will be furnished by the Company or any to each holder of its Subsidiaries proposing to issue such Subject Securities Investor Shares and Other Investor Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall will include: (a) the The principal terms and conditions of the proposed Issuance, including including, without limitation, (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Shares consisting of Common Stock outstanding as of immediately prior to giving effect to such Investor’s Issuance that the number of Shares consisting of Common Stock held by such Participation PercentageOfferee constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including including, without limitation, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, Securities and (v) if known to the Issuer, the name and address of each Person the Investor or Affiliated Fund to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date); and (b) an An offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall will be issued units of Subject Securities.

Offer. Not fewer than ten (10) 15 business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any Issuer to each holder of its Subsidiaries proposing to issue such Subject Securities record of Participation Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Purchase Price Value of Shares outstanding immediately prior to giving effect to such Investor’s Issuance which the Purchase Price Value of Participation PercentageShares held by such Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum cash price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to the Issuerproposed manner of disposition, (vi) the name and address of each the Person to which whom the Subject Securities would are proposed to be issued (the “Prospective Subscriber”) and (vivii) if known to the Issuerknown, the proposed issuance Issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities Act, issue to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the Investors, as each of the Prospective Subscribers shall is contemplated to be issued units of Subject Securitiesin the Issuance.

Offer. Not fewer than ten (10) 20 business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any Issuer to each holder of its Subsidiaries proposing to issue such Subject Securities Investor Shares and Management Participation Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Fair Market Value of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the Fair Market Value of Equivalent Shares held by such Participation PercentageOfferee constitutes (excluding for such purposes Unvested Management Shares, the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, including a description of any pricing formulae and of any non-cash consideration sufficiently detailed to permit valuation thereof, (v) if known to the Issuerproposed manner of disposition, (vi) the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vivii) if known to the Issuerknown, the proposed issuance Issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten twenty (1020) business days prior to the consummation of an the Issuance, a notice (the “Participation "Preemption Notice”") shall be furnished by the Company or any to each holder of its Subsidiaries proposing to issue such Subject Other Securities (collectively, the “Issuer”) to each Investor"Preemptive Purchaser Offerees"). The Participation Preemption Notice shall include: (ai) the The principal terms and conditions of the proposed Issuance, including (i) without limitation the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, the percentage of the total number of shares of Common Stock outstanding as of immediately prior to giving effect to such Issuance (iicalculated on a fully diluted basis) which the number of Equivalent Shares represented shares of Common Stock held by such Subject Securities Preemptive Purchaser Offeree constitutes (if applicablethe "Preemptive Portion"), (iii) such Investor’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) price per unit of the Subject Securities, (v) if known to the Issuer, the name and address of each Person the Persons to which whom the Subject Securities would will be issued Issued (the “Prospective Subscriber”"Proposed Buyers") and (vi) if known to the Issuer, other principal terms of the proposed issuance dateIssuance; and (bii) an An offer by the Issuer Company to issueIssue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActPreemptive Purchaser Offeree, to such Investor Preemptive Purchaser Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Preemptive Purchaser Offeree (not to exceed such Investor’s Participation Percentage the Preemptive Portion of the total amount of Subject Securities to be included in the Issuance)) determined as provided in Section 9.1.2, on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsPreemptive Purchaser Offerees, as each of the Prospective Subscribers Proposed Buyers shall be issued Issued each of his, her or its units of Subject Securities.

Offer. Not fewer than ten (10) business days Business Days prior to the consummation of an Issuance, the Company will furnish a notice (the “Participation Notice”) shall be furnished by the Company or any to each holder of its Subsidiaries proposing to issue such Subject Securities record of Participation Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall will include: (a) the The principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance that the number of Equivalent Shares held by such Participation PercentageOfferee constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, Securities and (v) if known to the Issuer, the name and address of each Person the Investor or Affiliated Fund to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date); and (b) an An offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investorthe Participation Offeree’s Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be will receive with respect to issued units of Subject Securities.

Offer. Not fewer than At least ten (10) business days Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”"PARTICIPATION NOTICE") shall be furnished delivered by the Company or any of its Subsidiaries proposing to issue such Subject Securities Issuer and received by each Investor (the “Issuer”) to each Investor"PARTICIPATING OFFEREES"). The Participation Notice shall include: (ai) the principal terms and conditions of the proposed Issuance, including (iA) the amount, kind type and terms of the Subject Securities to be included in the Issuance, (iiB) the number of Equivalent Shares represented by such Subject Securities (Securities, if applicable, (C) each Participating Offeree's pro rata share of such Subject Securities based on such Participating Offeree's Percentage Interest in the Company (the "PARTICIPATION PORTION"), (iii) such Investor’s Participation Percentage, (ivD) the maximum and minimum price (including including, if applicable, the maximum and minimum Price Per price per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration that is sufficiently detailed to permit valuation thereof, (vE) if known to the Issuerproposed manner of disposition, (F) the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”"PROSPECTIVE SUBSCRIBER") and (viG) if known to the Issuerknown, the proposed issuance Issuance date; and (bii) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipating Offeree, to such Investor Participating Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participating Offeree (not to exceed such Investor’s Participating Offeree's Participation Percentage of the total amount of Subject Securities to be included in the IssuancePortion), on the same terms and conditions, with respect to conditions as each unit of Subject Securities issued to the Investors, as each of the Prospective Subscribers shall be issued units of Subject SecuritiesSubscribers.

Offer. Not fewer than ten (10) business days prior to the consummation of an Issuance, a notice (the “"Participation Notice”") shall be furnished by the Company or any to each holder of its Subsidiaries proposing to issue such Subject Securities Shares (the “Issuer”) to each Investor"Participation Offerees"). The Participation Notice shall include: (a) the The principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the number of Equivalent Shares held by such Participation PercentageOfferee constitutes (the "Participation Portion"), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, Securities and (v) if known to the Issuer, the name and address of each the Person to which whom the Subject Securities would will be issued (the “"Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date"); and (b) an An offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten twenty (1020) business days Business Days prior to the consummation of an Issuance, the Company shall furnish a notice (the “Participation Preemptive Rights Notice”) shall be furnished by the Company or any of its Subsidiaries proposing to issue such Subject Securities (the “Issuer”) to each Investorholder of record of Eligible Shares (the “Eligible Offerees”). The Participation Preemptive Rights Notice shall include: (a) the The principal terms and conditions of the proposed Issuance, including including: (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such the Subject Securities to be included in the Issuance (if applicable), (iii) such Investor’s Participation Percentagethe percentage of the total number of Equivalent Shares outstanding immediately prior to giving effect to the Issuance which the number of Equivalent Shares held by the Eligible Offeree constitutes (the “Eligible Portion”), (iv) the maximum and minimum price (including including, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to the Issuer, the name and address of each Person the Investor or Affiliated Fund to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date; and (b) an An offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActEligible Offeree, to such Investor the Eligible Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor the Eligible Offeree (not to exceed such Investorthe Eligible Offeree’s Participation Percentage Eligible Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsEligible Offeree, as each of the Prospective Subscribers shall be Subscriber will receive with respect to issued units of Subject Securities.

Offer. Not fewer than ten fifteen (1015) business calendar days prior to the consummation of an Issuance, the Company will furnish a notice (the “Participation Notice”) shall be furnished by the Company to each Stockholder that holds (either individually or any together with his, her or its Affiliates) more than one percent (1%) of its Subsidiaries proposing to issue such Subject Securities all Shares then outstanding (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall will include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares outstanding held by such Investor’s Participation PercentageOfferee as of immediately prior to giving effect to such Issuance (the “Participation Portion”), (iv) the maximum and minimum price (including including, if applicable, the maximum and minimum Price Per Equivalent Share) per Share (or other applicable unit of the Subject Securities), and (v) if known to the Issuer, the name and address of each the Stockholder or other Person to which whom the Subject Securities would are proposed to be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date); and (b) an An offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten (10) business twenty days prior to the consummation ----- of an the Issuance, a notice (the “Participation "Preemption Notice”") shall be furnished by ----------------- the Company or any to each holder of its Subsidiaries proposing to issue such Subject Securities Investor Shares, Other Investor Shares, Seller Shares, and Management Shares (the “Issuer”) to each Investor"Preemptive Offerees"). The Participation ------------------- Preemption Notice shall include: (a) the The principal terms and conditions of the proposed Issuance, including (i) without limitation the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Issuance which the number of Equivalent Shares held by such Preemptive Offeree constitutes (iii) such Investor’s Participation Percentagethe "Preemptive ---------- Portion"), (iv) the maximum and minimum price (including without limitation ------- if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to the Issuer, Securities and the name and address of each Person the Investor or Affiliate to which whom the Subject Securities would will be issued Issued (the “"Prospective Subscriber”) "); and (vi) if known to the Issuer, the proposed issuance date; and---------------------- (b) an An offer by the Issuer Company to issueIssue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActPreemptive Offeree, to such Investor Preemptive Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Preemptive Offeree (not to exceed such Investor’s Participation Percentage the Preemptive Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsPreemptive Offerees, as each of the Prospective Subscribers shall be issued Issued units of Subject Securities.

Offer. Not fewer than ten (10) business days Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any Issuer to each holder of its Subsidiaries proposing to issue such Subject Securities Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (ai) the The principal terms and conditions of the proposed Issuance, including (iA) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (iiB) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iiiC) the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance that are held by such Participation PercentageOfferee (the “Participation Portion”), (ivD) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (vE) if known to the Issuer, the name and address of each the Person to which whom the Subject Securities would shall be issued (the “Prospective Subscriber”) and (viF) the sale agreement with the Prospective Subscriber, if known to the Issueravailable (and if not available, the proposed issuance datepromptly after it becomes available); and (bii) an An offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten (10) business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any Issuer to each holder of its Subsidiaries proposing to issue such Subject Securities Acquisition Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares of the Company outstanding as of immediately prior to giving effect to such Investor’s Issuance which the number of Equivalent Shares of the Company held by such Participation PercentageOfferee constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (v) if known to the Issuerproposed manner of disposition, (vi) the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vivii) if known to the Issuerknown, the proposed issuance Issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten (10) business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any of its Subsidiaries proposing to issue such Subject Securities (the “Issuer”) to each Investor. The Participation Notice shall include: (a) the The principal terms and conditions of the proposed Issuance, including (i) including, without limitation, the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Issuance which the number of Equivalent Shares held by such Preemptive Offeree constitutes (iii) such Investor’s Participation Percentagethe "Preemptive ---------- Portion"), (iv) the maximum and minimum price (including including, without ------- limitation, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to the Issuer, Securities and the name and address of each Person the Persons to which whom the Subject Securities would will be issued Issued (the “"Prospective Subscriber”) "); and (vi) if known to the Issuer, the proposed issuance date; and---------------------- (b) an An offer by the Issuer Company to issueIssue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActPreemptive Offeree, to such Investor Preemptive Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Preemptive Offeree (not to exceed such Investor’s Participation Percentage the Preemptive Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsPreemptive Offerees, as each of the Prospective Subscribers shall be issued Issued units of Subject Securities.

Offer. Not fewer than ten (10) business 15 days prior to the consummation of an the Issuance, a notice (the “"Participation Notice”") shall be furnished by the Company or any to each of its Subsidiaries proposing to issue such Subject Securities the ▇▇▇▇ Investors, the ▇▇▇▇▇▇▇▇ Investors, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the “Issuer”) to each Investor"Participation Offerees"). The Participation Notice shall include: (a) the The principal terms and conditions of the proposed Issuance, including (i) including, without limitation, the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Issuance which the number of Equivalent Shares held by such Participation Offeree constitutes (iii) such Investor’s the "Participation PercentagePortion"), (iv) the maximum and minimum price (including including, without limitation, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to which maximum price shall be no greater than the Issuerlesser of $1.00 or five percent above the minimum price, and the name and address of each the Person to which whom the Subject Securities would will be issued Issued (the “"Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date"); and (b) an An offer by the Issuer Company to issueIssue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued Issued units of Subject Securities.

Offer. Not fewer than ten (10) business days Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished delivered by the Company or any Issuer to each member of its Subsidiaries proposing to issue such Subject Securities an Investor Group (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the he amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Purchase Price Value of Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the Purchase Price Value of Shares held by such Participation PercentageOfferee constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (v) if known to the Issuerproposed manner of disposition, (vi) the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vivii) if known to the Issuerknown, the proposed issuance Issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten (10) business fifteen days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any to each holder of its Subsidiaries proposing to issue such Subject Securities Investor Shares, Other Investor Shares, Rollover Options and/or Purchased Management Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the The principal terms and conditions of the proposed Issuance, including including, without limitation, (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the number of Equivalent Shares held by such Participation PercentageOfferee constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including including, without limitation, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, Securities and (v) if known to the Issuer, the name and address of each Person the Investor or Affiliated Fund to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date); and (b) an An offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer less than ten thirty (1030) business nor more than forty-five (45) ----- days prior to the consummation of an each proposed Issuance, a notice (the “"Participation Notice”") shall be furnished by the Company or any of its Subsidiaries proposing to issue such Subject Securities (the “Issuer”) to each Investorholder of Lender Shares (but only if, on the fifth business day before such notice is given, there are fewer than seventy-five (75) holders of Lender Shares), Management Shares and Other Shares (collectively, the "Participating Purchaser Offerees"). The Participation Notice shall include: (ai) the The principal terms and conditions of the proposed Issuance, including (i) without limitation the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the percentage of the total number of Shares outstanding as of immediately prior to giving effect to such Issuance which the number of Equivalent Shares represented held by such Subject Securities Participating Purchaser Offeree constitutes (if applicablethe "Participation Portion"), (iii) such Investor’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, Securities (v) if known to which minimum price shall be at least 95% of the Issuermaximum price), the name and address of each Person the Persons to which whom the Subject Securities would will be issued Issued (the “Prospective Subscriber”"Proposed Buyers") and (vi) if known to the Issuer, other principal terms of the proposed issuance dateIssuance; and (bii) an An offer by the Issuer Company to issueIssue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipating Purchaser Offeree, to such Investor Participating Purchaser Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participating Purchaser Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance)) determined as provided in Section 7.1.2, on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipating Purchaser Offerees, as each of the Prospective Subscribers Proposed Buyers shall be issued Issued each of his, her or its units of Subject Securities.

Offer. Not fewer than ten (10) 20 business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any of its Subsidiaries direct or indirect subsidiary proposing to issue such Subject Securities (the “Issuer”) to each InvestorInvestor and each Executive Stockholder that then holds Shares (the “Participation Offerees”). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) such InvestorParticipation Offeree’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, it being understood and agreed that the maximum price shall be no greater than 120% of the minimum price, (v) if known to the Issuer, the name of each Person Sponsor Investment Vehicle or Sponsor Entity or Affiliated Fund of a Sponsor Entity to which the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuerknown, the proposed issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such InvestorParticipation Offeree’s Participation Percentage of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten fifteen (1015) business days Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished delivered by the Company or any of its Subsidiaries proposing Issuer to issue such Subject Securities each Sponsor (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the percentage of the total number of Equivalent Shares represented outstanding as of immediately prior to giving effect to such Issuance which the number of Shares held by such Subject Securities Participation Offeree equals immediately prior to such issuance constitutes (if applicablethe “Participation Portion”), (iii) such Investor’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the proposed manner through which the Company shall effectuate the Issuance, (v) if known to the Issuerknown, the name and address of each the Person to which whom the Subject Securities would are expected to be issued (the “Prospective Subscriber”) and (vi) if known to the Issuerknown, the proposed issuance Issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditionsconditions (except that, if non-cash consideration is to be delivered, a Participating Buyer would pay the cash equivalent thereof (as reasonably determined by the Board)), with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten (10) business days Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished delivered by the Company or any Issuer to each of its Subsidiaries proposing to issue such Subject Securities the Management Stockholders (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities proposed to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Purchase Price Value of Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the Purchase Price Value of Management Shares held by such Participation PercentageOfferee constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (v) if known to the Issuerproposed manner of disposition, (vi) the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vivii) if known to the Issuerknown, the proposed issuance Issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten fifteen (1015) business calendar days prior to the consummation of an Issuance, the Company will furnish a notice (the “Participation Notice”) shall be furnished by to each holder of Equity Investor Shares and each Manager then holding Shares valued, at the Company time of issuance of such Shares, at $500,000 or any of its Subsidiaries proposing to issue such Subject Securities more (collectively, the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall will include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares of Class A Common Stock represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Shares of Class A Common Stock outstanding held by such Investor’s Participation PercentageOfferee as of immediately prior to giving effect to such Issuance (the “Participation Portion”), (iv) the maximum and minimum price (including including, if applicable, the maximum and minimum Price Per Equivalent Shareprice per Share of Class A Common Stock) per Share (or other applicable unit of the Subject Securities, ) and (v) if known to the Issuer, the name and address of each Person the Lead Investor or Affiliated Fund to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date); and (b) an offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not In the case of any proposed Issuance of ----- Subject Securities described in clause (i) of the first paragraph of Section 8 after the Company has sold $5,000,000 in such Issuances, not fewer than ten fifteen (1015) business days prior to the consummation of an the Issuance, a notice (the “Participation "Preemption Notice”") shall be furnished by the ----------------- Company or to each holder of Management Securities other than any such holder the preemptive rights of its Subsidiaries proposing which shall have expired pursuant to issue such Subject Securities Section 8.3 (the “Issuer”) to each Investor"Preemptive Purchaser Offerees"). The Participation Preemption ----------------------------- Notice shall include: (a) include the principal terms and conditions of the proposed Issuance, including (i) without limitation the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the percentage represented by the Subject Securities proposed to be sold of the total number of shares of Common Stock outstanding on a fully-diluted basis, calculated as if all shares of Common Stock issuable upon exercise of Options held by any Person were issued and outstanding, and calculated, in the case of any Subject Securities that are Options or other convertible instruments, on the basis of the number of Equivalent Shares represented by shares of Common Stock issuable upon immediate exercise or conversion of such Subject Securities (if applicable)Securities, (iii) such Investor’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of such Subject Securities (which maximum price shall not exceed the Subject Securities, (v) if known to the Issuerminimum price by more than 110%), the name of each Person the Persons to which whom the Subject Securities would will be issued Issued (the “Prospective Subscriber”) and (vi) if known to the Issuer"Proposed Buyers"), any other material --------------- terms of the proposed issuance date; and (b) Issuance and will include an offer by the Issuer Company to issueIssue to, and at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities Actof, to such Investor such portion Preemptive Purchaser Offeree, a percentage of the Subject Securities described in clause (i) of the first paragraph of Section 8 equal to be included in the Issuance as may be requested portion that the total number of shares of Common Stock held by such Investor (not Preemptive Purchaser prior to exceed such Investor’s Participation Percentage proposed Issuance represents as a percentage of the total amount number of shares of Common Stock outstanding immediately prior to giving effect to such Issuance (in each case not including any portion of such Subject Securities and calculated on a fully diluted basis as if all shares of Common Stock issuable upon exercise of Options held by any Person were issued and outstanding; such portion being referred to herein as the "Basic Preemptive Portion"). ------------------------ The Basic Preemptive Portion allocable to any Preemptive Purchaser Offeree in accordance with the foregoing provisions of this Section 8.1.2 is referred to herein as the "Preemptive Portion." ------------------ Subject to the provisions of this Section 8, any and all offers to issue to any Preemptive Purchaser Offeree its preemptive Portion of Subject Securities to shall be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsPreemptive Purchaser Offerees, as each of apply to the Prospective Subscribers shall be issued Proposed Buyers with respect to the units of Subject SecuritiesSecurities to be issued to them in such Issuance.

Offer. Not fewer than ten (10) business twenty days prior to the consummation of an Issuance, the Issuer will furnish a notice (the “Participation Notice”) shall be furnished by the Company or any to each holder of its Subsidiaries proposing to issue such Subject Securities Investor Shares, Founder Shares and Purchased Management Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall will include: (a) the The principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Fair Market Value of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the Fair Market Value of Equivalent Shares held by such Participation PercentageOfferee constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including including, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, including a description of any pricing formulae and of any non-cash consideration sufficiently detailed to permit valuation thereof, and (v) if known to the Issuer, the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date); and (b) an An offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities to be issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten (10) business fifteen days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any Issuer to each holder of its Subsidiaries proposing to issue such Subject Securities Investor Shares, Purchased Management Shares and/or Option Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the The principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the number of Equivalent Shares held by such Participation PercentageOfferee in his capacity as a Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, and (v) if known to the Issuer, the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, the proposed issuance date); and (b) an An offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten (10) fifteen business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any Issuer to each holder of its Subsidiaries proposing to issue such Subject Securities Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the The principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the number of Equivalent Shares held by such Participation PercentageOfferee in his capacity as a Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to the Issuer, the name and address of each the Person to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) and (vi) if known to the Issuer, sale agreement with the proposed issuance dateProspective Subscriber; and (b) an An offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten (10) 20 business days prior to the consummation of an Issuance, a notice (the ““ Participation NoticeNotice ”) shall be furnished by the Company or any of its Subsidiaries direct or indirect subsidiary proposing to issue such Subject Securities (the “Issuer“ Issuer ”) to each InvestorInvestor and each Executive Stockholder that then holds Shares (the “ Participation Offerees ”). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) such InvestorParticipation Offeree’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, it being understood and agreed that the maximum price shall be no greater than 120% of the minimum price, (v) if known to the Issuer, the name of each Person Sponsor Investment Vehicle or Sponsor Entity or Affiliated Fund of a Sponsor Entity to which the Subject Securities would will be issued (the ““ Prospective SubscriberSubscriber ”) and (vi) if known to the Issuerknown, the proposed issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such InvestorParticipation Offeree’s Participation Percentage of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten fifteen (1015) business days Business Days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished delivered by the Company or any of its Subsidiaries proposing Issuer to issue such Subject Securities each Sponsor (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the number of Shares held by such Participation PercentageOfferee immediately prior to such issuance constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (v) the proposed manner through which the Company shall effectuate issuance, (vi) if known to the Issuerknown, the name and address of each the Person to which whom the Subject Securities would are expected to be issued (the “Prospective Subscriber”) and (vivii) if known to the Issuerknown, the proposed issuance Issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditionsconditions (except that, if non-cash consideration is to be delivered, a Participating Buyer would pay the cash equivalent thereof (as reasonably determined by the Board)), with respect to each unit unit, of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer Subject to Section 4.2, not less than ten fifteen (1015) business days Business Days prior to the consummation of an any Post-Closing Issuance, the Company shall deliver a written notice regarding such Post-Closing Issuance (the each, a “Participation Notice”) shall be furnished by the Company or any of its Subsidiaries proposing to issue such Subject Securities (the “Issuer”) to each Investor. The New Class C Stockholder, which Participation Notice shall include: (ai) the principal terms and conditions of the proposed Post-Closing Issuance, including (iA) a description and the amount, kind and terms number of the Subject Participation Securities to be included in the Post-Closing Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) such Investor’s Participation Percentage, (ivB) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject SecuritiesParticipation Securities or the aggregate principal amount of the Participation Securities (as applicable), in each case, as determined by the Board, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (vC) the proposed manner of disposition, (D) if known to the Issuerknown, the name and address of each the Person or Persons to which whom the Subject Participation Securities would will be issued (the “Prospective SubscriberPurchaser”) and (viE) if known to the Issuerknown, the proposed issuance date; anddate of the Post-Closing Issuance, or if not known, the anticipated date of the Post-Closing Issuance. (bii) an irrevocable offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActNew Class C Stockholder, to such Investor New Class C Stockholder such portion of the Subject Participation Securities to be included in the Post-Closing Issuance as may be requested by such Investor New Class C Stockholder (subject to Section 4.1(c), not to exceed such InvestorNew Class C Stockholder’s Participation Percentage Portion of the total amount of Subject Participation Securities to be included in the Post-Closing Issuance), on the same terms and conditionsconditions and at the same price per unit, with respect to each unit of Subject Securities issued to the Investors, as each of the Prospective Subscribers shall be issued units of Subject SecuritiesParticipation Security issued.

Offer. Not fewer than ten thirty (1030) business days prior to the consummation of an the Issuance, a notice (the “Participation Notice”"PREEMPTION NOTICE") shall be furnished by the Company or any to each holder of its Subsidiaries proposing to issue such Subject Lee ▇▇▇urities, SCP Securities, Seller Securities and the Compensation Committee of the Board on behalf of the holders of Employee Securities (collectively, the “Issuer”) to each Investor"PREEMPTIVE PURCHASER OFFEREES"). The Participation Preemption Notice shall include: (ai) the The principal terms and conditions of the proposed Issuance, including (i) without limitation the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, the percentage of the total number of shares of Common Stock outstanding as of immediately prior to giving effect to such Issuance (iicalculated on a fully diluted basis) which the number of Equivalent Shares represented Securities (giving effect to all Options, as if such Options had been exercised to purchase the number of shares of Common for which such Options were then exercisable, on a cashless basis) held by such Subject Securities Preemptive Purchaser Offeree (if applicablein the case of the Compensation Committee, as to all Employee Securities) constitutes (the "PREEMPTIVE PORTION"), (iii) such Investor’s Participation Percentage, (iv) the maximum and minimum price (including if applicable, the maximum and minimum Price Per Equivalent Share) price per unit of the Subject Securities, (v) if known to the Issuer, the name and address of each Person the Persons to which whom the Subject Securities would will be issued Issued (the “Prospective Subscriber”"PROPOSED BUYERS") and (vi) if known to the Issuer, other principal terms of the proposed issuance dateIssuance; and (bii) an An offer by the Issuer Company to issueIssue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActPreemptive Purchaser Offeree, to such Investor Preemptive Purchaser Offeree, such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Preemptive Purchaser Offeree (not to exceed such Investor’s Participation Percentage the Preemptive Portion of the total amount of Subject Securities to be included in the Issuance)) determined as provided in Section 8.1.2, on the same terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsPreemptive Purchaser Offerees, as each of the Prospective Subscribers Proposed Buyers shall be issued Issued each of his, her or its units of Subject Securities.

Offer. Not fewer than ten fifteen (1015) business calendar days prior to the consummation of an Issuance, the Company will furnish a notice (the “Participation Notice”) shall be furnished by to each holder of Equity Investor Shares and each Manager then holding Shares - 20 - valued, at the Company time of issuance of such Shares, at $500,000 or any of its Subsidiaries proposing to issue such Subject Securities more (collectively, the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall will include: : (a) the principal terms and conditions of the proposed Issuance, including ) (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares of Class A Common Stock represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Shares of Class A Common Stock outstanding held by such Investor’s Participation PercentageOfferee as of immediately prior to giving effect to such Issuance (the “Participation Portion”), (iv) the maximum and minimum price (including including, if applicable, the maximum and minimum Price Per Equivalent Shareprice per Share of Class A Common Stock) per Share (or other applicable unit of the Subject Securities, ) and (v) if known to the Issuer, the name and address of each Person the Lead Investor or Affiliated Fund to which whom the Subject Securities would will be issued (the “Prospective Subscriber”) ); and (vi) if known to the Issuer, the proposed issuance date; and (b) an offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActParticipation Offeree, to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsParticipation Offerees, as each of the Prospective Subscribers shall be issued units of Subject Securities.

Offer. Not fewer than ten fifteen (1015) business days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any Issuer to each holder of its Subsidiaries proposing to issue such Subject Securities record of Participation Shares (the “IssuerParticipation Offerees”) to each Investor). The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total Purchase Price Value of Shares outstanding immediately prior to giving effect to such InvestorIssuance which the Purchase Price Value of Participation Shares held by such Participation Offeree constitutes (the “Participation Portion”) based on the Issuer’s Participation Percentagebooks and records, (iv) the maximum and minimum cash price (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (v) if known to the Issuerproposed manner of issuance, (vi) the name and address of each Person the Person(s) to which whom the Subject Securities would are proposed to be issued (the “Prospective Subscriber”) and (vivii) if known to the Issuerknown, the proposed issuance Issuance date; and (b) an offer by the Issuer to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities Act, issue to such Investor Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor Participation Offeree (not to exceed such Investor’s the Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same terms and conditions, with respect to each unit of Subject Securities issued to the Investors, as each of the Prospective Subscribers shall is contemplated to be issued units of Subject Securitiesin the Issuance.

Offer. Not fewer than ten (10) business fifteen days prior to the consummation of an Issuance, a notice (the “Participation Notice”) shall be furnished by the Company or any of its Subsidiaries proposing to issue such Subject Securities (the “Issuer”) to each Investor. The Participation Notice shall include: (a) the principal terms and conditions of the proposed Issuance, including (i) the amount, amount and kind and terms of the Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Equivalent Shares outstanding as of immediately prior to giving effect to such Investor’s Issuance which the number of Equivalent Shares held by such Investor constitutes (the “Participation PercentagePortion”), (iv) the maximum and minimum price (including including, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, ; (v) if known to the Issuer, material terms and conditions of the name of each Person to which the Subject Securities would be issued (the “Prospective Subscriber”) Issuance; and (vi) if known to the Issuer, anticipated date of the proposed issuance date; andIssuance of the Subject Securities. (b) an An offer by the Issuer Company to issue, at the option of each Investor that is an accredited investor within the meaning of Rule 501 under the Securities ActInvestor, to such Investor Investor, such portion of the Subject Securities to be included in the Issuance as may be requested by such Investor (not in any event to exceed such the Investor’s Participation Percentage Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the InvestorsInvestor, as each of the other prospective subscribers for the Issuance (the “Prospective Subscribers Subscribers”) shall be issued units of the Subject Securities.