Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase.

Pre-emptive Rights. (a) Each Investor If after the date hereof the Company authorizes the issuance or sale of any preferred or common units or any securities convertible, exchangeable or exercisable for preferred or common units to (i) the GTCR Investors or (ii) any employees of the GTCR Investors or any entity directly or indirectly controlling or under common control with any of the GTCR Investors (each, a "GTCR ISSUANCE"), the Company shall offer to sell to each holder of Common Units (other than the GTCR Investors) (the "OTHER COMMON SECURITYHOLDERS"), at the same price and on the same terms, an amount of preferred or common units or such other securities equal to the PRODUCT of (i) the quotient determined by dividing (A) the number of units of Common Units held by such Other Common Securityholders by (B) the total number of units of Common Units outstanding, in each case on a fully diluted basis AND (ii) the sum of the number of units of preferred or common units or such other securities to be issued in the GTCR Issuance plus the number of preferred or common units or such other securities which Other Common Securityholder have a preemptive right elected to purchase all pursuant to SECTION 3(b) below. Each Other Common Securityholder shall be entitled to purchase such securities at the most favorable price and on the most favorable terms as such securities are to be offered in the GTCR Issuance; PROVIDED that if the purchasers in the GTCR Issuance are required or any portion of an offering by the Company, or any subsidiary permitted to also purchase other securities of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Other Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive Securityholders exercising their rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options this SECTION 3 shall also be required or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiarypermitted, as the case may be, to purchase the same strip of securities (on the same terms and conditions) that the purchasers in the GTCR Issuance are required or any options granted or permitted to purchase, as the case may be. The purchase price for all securities to be granted thereunder; or (iii) shares issued or issuable offered to the Other Common Securityholders shall be payable in the acquisition cash or, if permitted by the Company or in its sole discretion, notes issued by a subsidiary such holders. It is understood by the parties hereto that the Company may proceed with the consummation of the Company of any other corporation, association, partnership or another entity or GTCR Issuance prior to offering such securities to the assets or securities thereof. Each Investor shall have such right Other Common Securityholders; provided that an Issuance Notice (as defined below) is delivered to purchase when the securities are issued or sold by the Company, or any subsidiary each of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Other Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30Securityholders in accordance with SECTION 3(b) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasebelow.

Pre-emptive Rights. (a) Each Investor The Company shall have a preemptive not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange (i) any Common Shares, (ii) any other equity securities of the Company, including, without limitation, preference shares, (iii) any option, warrant or other right to subscribe for, purchase all or otherwise acquire any portion equity securities of an offering by the Company, or (iv) any subsidiary of the Company, of any equity security (or any security which is or may become debt securities convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (collectively, the "Board of Directors"“Offered Securities”), or the board of directors of such subsidiary, as the unless in each case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary shall have first complied with the requirements of this Article III, the Bye-Laws and obtained the prior written approval of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercisedBMA. The Company shall give deliver to each of the Investors at least thirty Shareholders holding greater than 500,000 Voting Shares (30the “Pre-emptive Rights Holders”) days prior a written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing or intended issuance, sale or exchange of Offered Securities (the amount “Offer”), which Offer shall (i) identify and type of securities to be issueddescribe the Offered Securities, and (ii) describe the price and other terms upon which they are to be issued, sold or exchanged and the Company, number or any subsidiary amount of the CompanyOffered Securities to be issued, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Periodsold or exchanged, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) identify the maximum persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged (the “Proposed Offeree”) and describe the general terms upon which the Company proposes to effect such offer or issuance, sale or exchange, and (iv) offer to issue and sell to or exchange with each such Pre-emptive Rights Holder (A) a pro rata portion of the Offered Securities determined by dividing the aggregate number of Common Shares then held by each such Pre-emptive Rights Holder (giving effect to the conversion of all convertible preference shares then held by such Pre-emptive Rights Holder) by the total number of Common Shares then in issue (giving effect to the conversion of all issued convertible preference shares and the exercise or conversion of other convertible securities, options, rights or warrants) (the “Basic Amount”), and (B) any additional portion of the Offered Securities attributable to the Basic Amounts of other Pre-emptive Rights Holders as each such Pre-emptive Rights Holder shall indicate it will purchase or acquire should the other Pre-emptive Rights Holders subscribe for less than their Basic Amounts (the “Undersubscription Amount”). Each of the Pre-emptive Rights Holders shall have the right, for a period of 20 days following delivery of the Offer, to purchase or acquire, at the price and upon the other terms specified in the Offer, the number or amount of securities it is willing to purchaseOffered Securities described above. The Offer by its term shall remain open and irrevocable for such 20-day period.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase.

Pre-emptive Rights. (a) Each Investor shall have Subject to the terms of this Section 9.2, the Company hereby grants to each Shareholder a preemptive pre-emptive right to purchase all up to its pro rata share of any New Securities which the Company may, from time to time, propose to sell, offer or issue. The foregoing shall not apply in respect of any portion sale, offer or issuance of an offering New Securities by the CompanyCompany to (i) any Strategic Investor or (ii) an Existing Shareholder (or its Affiliates) for purposes of, or in connection with, a proposed Transfer of such New Securities to any subsidiary of the Company, of any equity security Strategic Investor (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors“Exempted Issuance”); provided that, that (w) any New Securities issued pursuant to this Section 9.2 shall not rank senior to the Series A Preferred Shares with respect to the rights attaching to the Series A Preferred Shares as expressly set forth in the case of any such offering by a subsidiary Article 7 of the Company, if the number of equity securities that the Investors collectively have preemptive rights Memorandum and Articles and Sections 2 to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right 9 and 12.6 hereof; (x) any Exempted Issuance pursuant to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued above shall not be made for a consideration per Ordinary Share (on an as-converted basis) less than the Series A Purchase Price (as adjusted for any share dividends, combinations, reclassifications, share splits and the like); (y) any such Exempted Issuance shall be consummated by no later than ninety (90) days after the Closing Date (which period shall be extended by any applicable application, filing, notification or issuable waiting period associated with any approvals or authorizations of, filings or registrations with, or notifications on, all Governmental Authorities required to be obtained, filed or made in connection with such Exempted Issuance); and (z) the aggregate of all Equity Securities or other interest Transferred pursuant to Section 8.3 and all New Securities issued pursuant to this Section 9.2 shall represent not more than twenty-five percent (25%) of the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants capital of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of on a Fully Diluted Basis immediately after such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereofExempted Issuance. For purposes of this Section 4.01 it 9, a Shareholder’s pro rata share shall be assumed that all securities held determined according to the number of Equity Securities owned by the Investors which may be such Shareholder on an as-converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing basis immediately prior to the close of business on the last day issuance of the Notice Period, stating (i) its intent New Securities in relation to purchase, (ii) whether or not it intends the total number of Equity Securities then owned by all Shareholders on an as-converted basis immediately prior to exercise its right the issuance of over allotment; and (iii) the maximum amount of securities it is willing to purchaseNew Securities.

Pre-emptive Rights. (a) Each Investor shall have Prior to (but not including) such time as the Company's first Public Offering has been consummated, if the Company intends to issue any shares of Common Stock or other capital stock of the Company having the power (without regard to the occurrence or non-occurrence of any event or contingency) to vote normally in the election of directors of the Company (together with the Common Stock, "Voting Capital Stock") to (i) any Employee (as defined below) in the Initial Tranche (as defined below) (an "Initial Tranche Issuance") or (ii) any Person (other than shares issued pursuant to this Section 9 and other than shares issued to any Employee pursuant to any Plan (as defined below), including without limitation shares issued pursuant to any Initial Tranche Issuance), in the case of this clause (ii), for a preemptive right purchase price less than the fair market value of the shares of Voting Capital Stock immediately prior to purchase all or any portion of an offering the issuance (as reasonably determined by the Company, or any subsidiary Board of Directors of the Company, of acting in good faith) (any equity security such issuance referred to in clause (i) or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal (ii), a "New Issuance"), then the Company will deliver to the number or amount Investors a written notice (the "New Issuance Notice") not more than 45 days, and not fewer than 20 days, prior to the date of securities being offeredthe closing of such New Issuance, multiplied by a fractionor, if earlier, the numerator date of which shall be execution of definitive documentation providing for the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders New Issuance (including the Investors); provided that, in the case of a New Issuance pursuant to the exercise, conversion or exchange of an option, warrant or other security that is convertible into or exchangeable for shares of Voting Capital Stock (any such offering by option, warrant or other such security, a subsidiary "Convertible Security"), the New Issuance Notice shall be delivered as promptly as practicable after the Company has actual knowledge that a Convertible Security will be exercised, converted or exchanged and of the Company, if the number of equity securities shares of Voting Capital Stock that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right issued pursuant thereto and, in any event, not more than five days after the case issuance of (i) shares issued or issuable of Voting Capital Stock pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"thereto), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company New Issuance Notice shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and state the price and other terms upon which the Company, or any subsidiary and conditions of the CompanyNew Issuance, proposes to issue including the same. Each number of shares being issued in the New Issuance, and shall set forth the calculation of the number of shares of Voting Capital Stock that the Investor exercising all of its preemptive rights in such offering shall have a further pro rata has the right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseaccordance with this Section 9 in connection with such New Issuance.

Pre-emptive Rights. SECTION 4.01. Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of DirectorsBOARD OF DIRECTORS"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase.of

Pre-emptive Rights. (a) If the Company authorizes the issuance or sale of any shares of capital stock of the Company or any of its Subsidiaries or any securities containing options or rights to acquire any such shares of capital stock (“Equity Securities”) (other than any such shares or securities issued (i) on the Effective Date, (ii) as a pro rata stock dividend on all outstanding shares of any class of Equity Securities, (iii) to officers, directors, employees, consultants, independent contractors and/or other service providers to the Company and/or any of its Subsidiaries pursuant to stock option, incentive or similar plans approved by the Board, (iv) upon the exercise, conversion or exchange of any other securities that were issued in compliance with this Section 10 or in an issuance which is exempt from this Section 10, (v) in connection with an Approved Redemption, (vi) in connection with the conversion or exchange of outstanding securities or any reclassification or other reorganization in which each Stockholder shall receive, in exchange for Stockholder Shares held by such Stockholder, the same proportion of aggregate securities that such Stockholder would have received if such aggregate securities had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to such conversion, exchange, reclassification or reorganization, (vii) in connection with any debt financings or refinancings approved by the Board or (viii) as consideration in connection with the acquisition from an Independent Third Party of all or part of another Person or business (whether by merger, purchase of stock or assets or otherwise)), the Company shall offer to sell to each Stockholder a portion of such Equity Securities equal to the product of the number of shares of such capital stock being issued and the quotient determined by dividing (A) the number of shares of Common Stock (on an as-converted and as-exercised basis) held by such Stockholder (to the extent vested) by (B) the sum of the total number of shares of Common Stock (on an as-converted and as-exercised basis) held by all Stockholders (to the extent vested) (such quotient as to a particular Stockholder is referred to in this Section 10 as such Stockholder’s “Proportionate Share”). Each Investor Stockholder shall have a preemptive the right to purchase all or any portion of an offering by such Stockholder’s Proportionate Share of such Equity Securities at the Company, same applicable price per share or security and on the terms as such stock or securities are to be offered to any subsidiary other Person; provided that if all Persons entitled to purchase or receive any class of or series of such offered Equity Securities are required to also purchase other securities of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive Stockholders exercising their rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it 10 shall also be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") required to purchase the same strip of securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business (on the last day of the Notice Period, stating (isame terms and conditions) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing that such other Persons are required to purchase.

Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of DirectorsBOARD OF DIRECTORS"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice PeriodNOTICE PERIOD") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotmentRIGHT OF OVER ALLOTMENT") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase.

Pre-emptive Rights. Except as otherwise expressly provided herein and except for the issuance of Common Stock for the purposes set forth on Schedule 3(c), the Company hereby agrees that it shall not offer, sell or exchange any of its equity securities (aor securities which could be converted into equity securities) Each Investor unless the Company shall have first complied with the terms of this Section 4(e); provided, however, that the Buyer shall not have any rights pursuant to this Section 4(e) with respect to any (i) issuances of securities in a preemptive right underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the Securities Act); (ii) issuances of securities as consideration for a merger, consolidation or purchase of substantially all of the assets of another corporation, (iii) grant or exercise of any portion stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by holders of a majority of the shares of the Company or a majority of the members of a committee of independent directors established for such purpose; and (iv) sales of Common Stock (or securities convertible into Common Stock) in an offering aggregate amount not exceeding 1,408,440 shares (subject to adjustment for stock splits, stock dividends, stock combination and similar transactions). Except as otherwise expressly provided herein, if the Company desires to offer, sell or exchange any of its equity securities (or securities which could be converted into equity securities), it shall first deliver notice to each Buyer stating (i) its bona fide intention to do so, (ii) the number and type of such securities to be offered (the "Offered Securities"), and (iii) the price and terms upon which it proposes to offer such securities. By written notification received by the Company, or any subsidiary within 10 days after receipt of the Companysuch notice, of any equity security (or any security which is or each Buyer may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights elect to purchase from the Company is less than 20% that proportion of the equity each class, series and type of such securities being offered by referenced in such subsidiary then the number of equity securities notice so that each Investor has a preemptive right to purchase shall be increased it would maintain its current pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants ownership of the Company or any subsidiary of the Companyon a fully-diluted basis if all such securities were sold, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, all on the best purchase price and on the terms and conditions as specified in such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercisednotice. The Company shall give the Investors be free at least thirty such time prior to ninety (3090) days prior written after the date of its notice of offer to the Buyer to offer and sell to any such third party or parties the Offered Securities not agreed by the Buyer to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Buyer. However, if such third party sale or sales are not consummated within such ninety (90) day period or if there is any material change in the "Notice Period") principal terms of the offer including, without limitation, any proposed securities issuance that would give rise to preemptive rights change in the price, the Company shall not sell such Offered Securities as contemplated in shall not have been purchased within such period without again complying with this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase4(e).

Pre-emptive Rights. (a) Each Investor Except for issuances of Offered Securities (as defined) (i) as full or partial consideration in connection with the acquisition of another business or company, (ii) to the Company's or its Subsidiaries' employees and directors, (iii) pursuant to a Public Offering, (iv) in connection with financing arrangements with independent third party lenders, until the Company effects an initial Public Offering, the Company shall not issue any shares of stock that have a right to participate generally in dividends or the distribution of assets upon liquidation, dissolution or the winding up of the Company ("PARTICIPATING SECURITIES"), any shares of Common Stock or any securities possessing voting power with respect to the election of directors of the Company ("VOTING SECURITIES"), or any securities containing or consisting of options or rights to acquire any shares of Participating Securities, Common Stock or Voting Securities or any securities exchangeable into Participating Securities, Voting Securities or Common Stock (other than a dividend on any outstanding Common Stock or Participating Securities) (collectively, "OFFERED SECURITIES") to any Person unless the Company shall have first offered such Offered Securities pro rata to all Stockholders, on the same price, terms and conditions, pursuant to a preemptive right written offer (the "OFFER"). The Offer shall specify the number of Offered Securities proposed to purchase all or any portion of an offering be issued by the Company, the price per Offered Security and shall limit the time within which the Offer, if not accepted, will be deemed to be declined (which time shall be not less than 20 days notice or any subsidiary more than 40 days after the date of the CompanyOffer). Each Stockholder shall then have the right, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal by notice to the number or amount of securities being offered, multiplied by a fraction, Company within the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, time period specified in the case of any such offering by a subsidiary Offer, to purchase its "Pro Rata Share" of the Company, if Offered Securities at the number of equity securities that the Investors collectively have preemptive rights price per Offered Security referred to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereofOffer. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated As used in this Section 4.01 describing 6.1, the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a term "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase.

Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of DirectorsBOARD OF DIRECTORS"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 15.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice PeriodNOTICE PERIOD") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 15.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotmentRIGHT OF OVER ALLOTMENT") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase.

Pre-emptive Rights. If after the date hereof Invesco authorizes the issuance or sale (aeach an "Issuance") Each Investor shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (securities of Invesco or any security which is or may become convertible into or securities convertible, exchangeable or exercisable for an equity securitysecurities of Invesco and any other Stockholder Shares (as defined in the Investment Company Stockholders Agreement), Invesco shall, at least 15 days and not more than 60 days prior to such issuance, notify the CHS Group (as defined in the Investment Company Stockholders Agreement) equal to and Teachers in writing of the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders Issuance (including the Investorsprice, the purchaser thereof and the other terms thereof) and grant to the CHS Group and to Teachers the right (the "Right") to subscribe for and concurrently purchase such securities (collectively, the "Preemptive Stock"); provided , in the same proportion at the same price and on the same terms as issued in the Issuance such that, after giving effect to the Issuance and exercise of the Right, the percentage of the Preemptive Stock immediately following such issuance owned by each such holder shall equal the percentage of the outstanding Stockholder Shares as was owned by each such holder prior to the Issuance on a fully diluted basis (but excluding any Stockholder Shares or any class of capital stock of Invesco's Subsidiaries which are not then fully vested and, in the case of options, warrants or other rights to acquire capital stock, immediately exerciseable, convertible or exchangeable for Stockholder Shares or any class of capital stock of Invesco's Subsidiaries issued in such offering Issuance) or such lesser amount designated by a subsidiary of such holder. Notwithstanding the Companyforegoing, if the number rights set forth in this Section 5(a) shall not apply to Issuances: (i) pro rata to all holders of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the Invesco, as a subdivision of or other distribution in respect of, equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so thatInvesco, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officersexecutives, directors, employees, agents or employees and consultants of Invesco or its Subsidiaries, (iii) in connection with acquisitions by Invesco or its Subsidiaries, (iv) in a Public Offering (as defined in the Investment Company Stockholders Agreement) or any subsidiary (v) to the Purchasers on the Closing Date pursuant to this Agreement. In addition, the rights set forth in this Section 5(a) shall not apply with respect to the CHS Group or Teachers in connection with an Issuance to the extent the CHS Group or Teachers have available to them and exercise the pre-emptive rights set forth in the Investment Company Stockholders Agreement in connection with such Issuance. The rights set forth in this Section 5(a) shall continue until the earlier of the Company, upon exercise consummation of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors a Sale of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable defined in the acquisition by the Investment Company Stockholders Agreement) or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasePublic Offering.

Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all The Company agrees that it will not sell or issue any portion shares of an offering by capital stock of the Company, or any subsidiary other securities convertible into or exchangeable for capital stock of the Company, or options, warrants or rights carrying any rights to purchase capital stock of the Company other than for full and adequate consideration as determined by the Board of Directors. Furthermore, the Company will not sell or issue any equity security (share of capital stock of the Company, or any security which is or may become other securities convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary capital stock of the Company, if the number of equity securities that the Investors collectively have preemptive or options, warrants or rights carrying any rights to purchase from capital stock of the Company, unless the Company is less than 20% of first submits a written offer to all the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, Stockholders (collectively, the Investors have "Offerees") identifying the terms of the proposed sale or issuance (including price, number of securities and all other material terms), and offers to each Offeree the opportunity to acquire its Pro Rata Allotment (as hereinafter defined) of the securities on substantially the same terms and conditions, including price, as those on which the Company proposes to sell or issue such securities to a third party or parties; provided, however, that the foregoing preemptive right rights shall not apply to purchase at least 20% any offer, sale or issuance of the Series D Preferred Stock pursuant to the Series D Purchase Agreement or the Series E Preferred Stock pursuant to the Series E Purchase Agreement. Each Offeree's "Pro Rata Allotment" of such equity securities; provided further that there will securities shall be no based on the ratio which the shares of Common Stock held by him or it (as determined in accordance with Section 1.2 hereof) bears to all of the then issued and outstanding shares of Common Stock held by all of the Stockholders (as determined in accordance with Section 1.2 hereof) as of the date of such preemptive right written offer. The Company's offer to the Offerees shall remain open and irrevocable for a period of 30 days during which time the Offerees may accept such offer by written notice to the Company setting forth the maximum number of shares or other securities to be acquired by any such Offeree. Any shares or securities so offered which are not acquired pursuant to such offer may be sold by the Company but only on the terms and conditions set forth in the case initial offer to the Offerees, at any time within 120 days following the termination of the above-referenced 30-day period. Notwithstanding the foregoing, the Company may (i) issue options to purchase Common Stock and shares issued or issuable pursuant of restricted Common Stock to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to its officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted and employees pursuant to any stock stock, benefit and option plan or arrangements plans approved by the Board of Directors (which, prior to a Class A Voting Termination Event, shall include the approval of at least a majority (e.g., more than 50%) of the Company (the "Board of Outside Directors"), or the board of directors of such subsidiary, as in the case may be, of stock benefit or any options granted option plans not in effect as of the date of this Agreement or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by case of amendments to such stock, benefit or option plans approved subsequent to the Company or by a subsidiary date hereof) and issue shares of its Common Stock upon the Company exercise of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchasestock options, (ii) whether issue securities as a result of any stock split, stock dividend, reclassification or not it intends to exercise its right reorganization of over allotment; and the Company's capital stock pro rata based on the number of shares of capital stock of the Company then outstanding (iii) issue Standard Common Stock upon any conversion of shares of Preferred Stock, (iv) issue Standard Common Stock upon any the maximum amount exercise of any warrants that are outstanding of the date of this Agreement, and (v) issue securities it is willing in the Company's initial public offering, each of which issuances pursuant to purchaseclauses (i) through (v) shall not be subject to the foregoing preemptive rights.

Pre-emptive Rights. If at any time the Company shall offer to sell any Securities to any Person (including, without limitation, the holders of the Company's preferred stock ("PREFERRED STOCK") or Common Stock) (a "SECURITIES OFFERING"), including, without limitation, in connection with a negotiated conversion or exchange of its Preferred Stock but excluding shares of Common Stock issued for the exercise of any Preferred Stock or options of the Company in accordance with their respective terms on the date of initial issuance, the holder of this Note shall have the right (in addition to any other rights of the holder of this Note, if any, as a holder of Preferred Stock, Common Stock or other Securities of the Company), at its option, to (a) Each Investor shall have purchase a preemptive right to purchase all or number of any portion of an offering by the Company, or any subsidiary such offered Securities of the Company, Company ("OFFERED SECURITIES") up to the number of any equity security (or any security which is or may become convertible into or exchangeable or exercisable Offered Securities purchasable on the date of payment for such Offered Securities for an equity security) amount equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case sum of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; $15,675,000 PLUS (ii) the amount of any shares issued or issuable accrued and unpaid interest under this Note as of such date and (b) use this Note, up to officers, directors, employees, agents or consultants the Full Repayment Amount as of the Company date of payment for Offered Securities and in lieu of cash, to purchase any such Offered Securities. The right of the holder of this Note to purchase the Offered Securities under this Section 7 shall be conditioned upon (i) the receipt of all consents, exemptions, authorizations, or any subsidiary other actions by, or notices to, or filings with, Governmental Authorities and other Persons necessary or required in connection with the purchase of the Offered Securities by the Fund and (ii) the receipt of the approval of the Company, upon exercise 's stockholders to the extent required under the NASD rules. Any such purchase of Offered Securities shall be at the most favorable price and on the most favorable terms offered to any other Person. Upon the consummation of any option granted or to be granted pursuant to any stock option plan or arrangements approved purchase of Offered Securities by the Board holder of Directors of the Company this Note in accordance with clause (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iiib) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it 7, the Full Repayment Amount (beginning, first, with the Premium Amount, second, with any accrued and unpaid interest and, third, with the Principal Amount) of this Note shall be assumed that all securities held reduced dollar-for-dollar for any portion of the Full Repayment Amount used by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") holder of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") Note to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasesuch Offered Securities.

Pre-emptive Rights. (a) Each Investor Prior to the Initial Public Offering, if the Company shall have a preemptive propose to issue or sell New Securities (as hereinafter defined) or enter into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance or sale of any New Securities, in any such case the primary purpose of which (as determined in good faith by the Company's Board of Directors) is for the Company to raise capital, then the Company's Board of Directors shall consider in good faith the desirability and appropriateness of permitting the Holders to participate in such offerings of New Securities (the "Preemptive Rights") including granting each Holder the right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal up to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the that number of Common Shares held by such Investor which are Registrable Stock New Securities, at the same price and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary of the Company, upon exercise of any option granted or same terms proposed to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, so that each Holder would, after the issuance or any subsidiary sale of all such New Securities, hold the same proportionate interest of the Company, on issued and outstanding equity securities of the best terms and conditions Company (calculated a fully-diluted basis) as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities was held by each Holder (on a fully-diluted basis) immediately prior to the Investors which may be converted into issuance or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice sale of such New Securities (the "Notice PeriodProportionate Percentage") of ). "New Securities" means any proposed Common Stock or options, warrants or other securities issuance that would give rise to preemptive or rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, convertible or exchangeable into or exercisable for any Common Stock or any subsidiary of the Companyother such equity securities; provided, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering however, that "New Securities" shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating not include: (i) its intent any securities issued or issuable on conversion of the Convertible Subordinated Notes or pursuant to purchasethe exercise of any rights, warrants, options or other agreements outstanding on the date of this Agreement including, without limitation, any security convertible or exchangeable, with or without consideration, into or for any stock, options and warrants; (ii) whether options and securities issued to management, directors or not it intends to employees of the Company or its Subsidiaries in the ordinary course of business and equity securities issuable upon exercise its right of over allotmentthereof; and or (iii) securities issued in consideration for, or in connection with, any merger, consolidation or other acquisition of all or substantially all of the maximum amount of securities it is willing to purchaseassets constituting a business.

Pre-emptive Rights. (a) Each Investor shall have a preemptive right to purchase all For so long as the Liberty Parties beneficially own at least 102,000 shares of Series J Preferred Stock, at any time that the Company makes any public or nonpublic offering or sale of any portion shares of an offering by the Companycapital stock, including Company Common Stock, or any subsidiary of the Companyother securities convertible into, of any equity security (or any security which is or may become convertible into exercisable or exchangeable for, shares of capital stock or exercisable for an other equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, interests in the case of any such offering by a subsidiary of Company (the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of “New Securities”) (other than: (i) shares issued or issuable pursuant to the exercise any present or future employee, director or consultant benefit plan or program of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of assumed by the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of the Company (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchaseSubsidiaries, (ii) whether the issuance of any shares of Company Common Stock pursuant to any exercise of any option, warrant, right, or not it intends to exercise its right exchangeable or convertible security, in each case, outstanding as of over allotment; and August 18, 2011, (iii) in connection with any merger, consolidation, business combination or any similar extraordinary transaction, (iv) under the maximum Rights Plan or any successor shareholder rights agreement or plan or (v) for the avoidance of doubt, the issuance of shares of Company Common Stock in connection with a subdivision or split of the Company Common Stock), each Liberty Party holding shares of Series J Preferred Stock at such time shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (other than terms that cannot reasonably be satisfied or applicable to the Liberty Parties) as such New Securities are proposed to be offered to others (or, to the extent such New Securities are offered for consideration (or the exercise price of which is to be paid in consideration) other than cash, the cash equivalent thereof) an amount of securities it is willing New Securities up to purchasethe aggregate amount of New Securities to be offered or sold (including those to be sold to the Liberty Parties pursuant to this Section 4.03) multiplied by such Liberty Party’s Ownership Percentage.

Pre-emptive Rights. (a) Each Investor shall have a preemptive right Except for (i) the issuance of Common Stock (or securities convertible into or containing options or rights to purchase acquire shares of Common Stock) (A) pursuant to an Initial Public Offering, (B) as consideration for the acquisition of all or any substantial portion of the assets or all or any portion of an offering by the Companycapital stock of any Person, (C) upon conversion, exchange or any subsidiary reclassification of shares of one class or series of capital stock of the Company into shares of another class or series of capital stock of the Company, of (D) to any equity security (current or any security which is former employee or may become convertible into or exchangeable or exercisable for an equity security) equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants director of the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements its Subsidiaries as employment-related compensation in a transaction approved by the Board of Directors Directors, or (E) upon the exercise or redemption of any options, warrants or other rights to acquire shares of Common Stock which are outstanding as of the Company (Effective Time or upon the "Board exercise of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunderacquire up to 11,500 shares of Common Stock authorized and reserved for issuance under the Company’s 2010 Equity Incentive Plan as of the Effective Time; or (iiiii) shares Securities issued pursuant to the SPRA or issuable in any Securities issued upon the acquisition by exercise or conversion of Securities issued pursuant to the SPRA, if the Company authorizes the issuance and sale of any shares of any class of Securities (other than as a dividend, stock split, split-up or by a subsidiary of other distribution on the outstanding Common Stock) (such Securities, “Issuance Securities”), the Company of any other corporationwill first offer to sell to each 5% Holder, association, partnership or another entity or the assets or securities thereof. Each Investor and each such 5% Holder shall have such the right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period"“Purchase Right”) of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and at the price and other on the terms upon which set forth in the CompanyIssuance Notice (defined below), or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right portion of such Issuance Securities (based upon the respective number of Securities then held by all 5% Holders on a "right fully diluted and as-converted to Common Stock basis, but excluding any shares of over allotment") Common Stock issuable upon exercise of any options, warrants or other rights to purchase the securities refused acquire shares of Common Stock then held by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchaseStockholders).

Pre-emptive Rights. (a) Each In the event that the Company desires to issue any Common Stock or other securities at any time and from time to time, the Investor shall have a preemptive the pre-emptive right to purchase all such Common Stock or other securities from the Company in connection with and on the same terms as any portion such proposed issuance in proportion to the Investor’s Fully Diluted Common Stock. The timing of an offering exercising such pre-emptive rights, the terms of exercise and the timing of the closing of any purchase thereof shall be determined for each issuance of Common Stock or other securities by the CompanyBoard in good faith and shall be conveyed to the Investor in writing in connection with the notice of such issuance of Common Stock or such other securities. Notwithstanding the foregoing, the Investor shall not be entitled to any pre-emptive rights with respect to issuance of Common Stock or any subsidiary other securities in connection with (i) issuances of options, warrants or restricted stock to employees, consultants or managers of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable for an equity security) equal Company approved by the Investor pursuant to the number or amount Certificate of securities being offered, multiplied Designations and by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided thatBoard in an appropriate amount, in the case of any such offering by a subsidiary of the Companyaggregate, if the number of equity securities that the Investors collectively have preemptive rights not to purchase from the Company is less than 20exceed 2% of the equity securities being offered by such subsidiary then the Fully Diluted Common Stock (plus that number of equity securities reserved but unissued shares of Common Stock that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, is reserved for outstanding options under the Investors have a preemptive right to purchase at least 20% Company’s 2005 Equity Incentive Plan as of such equity securities; provided further that there will be no such preemptive right in the case of (idate hereof) shares issued or issuable pursuant to after the exercise of options or such options, warrants or restricted stock (as such number may be adjusted from time to time to address stock splits, dividends, recapitalizations and the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereoflike); (ii) in connection with any shares issued merger or issuable to officersacquisition of another unaffiliated business, directors, employees, agents entity or consultants of intellectual property by the Company or any subsidiary of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors of and the Company (Investor to the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iii) shares issued or issuable in the acquisition extent required by the Company or by a subsidiary Certificate of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotmentDesignation; and (iii) the maximum amount conversion of securities it is willing the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock or the exercise of warrants issued in connection with the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock; provided, that in all cases, the Investor’s rights under this Section 15 shall terminate if the Investor or its affiliates, in the aggregate, cease to purchasemaintain beneficial ownership of (or the right to acquire beneficial ownership of) a number of shares of Series C Preferred Stock equal to at least fifty (50%) of the Series C Preferred Stock (as such numbers may be adjusted from time to time to address changes in capitalization or otherwise).

Pre-emptive Rights. (a) Each Investor If at any time prior to the IPO, the Company issues or sells any shares of Common Stock proposed to be purchased for value, directly or indirectly, by any of the Investors or any of their respective Affiliates (the “Offered Stock”), or permits any direct or indirect subsidiary to propose such issuance or sale, each Senior Management Stockholder (together with the other Senior Management Stockholders, the “Pre-Emptive Rights Holders”) shall have a preemptive right to purchase all or any portion of an offering by the Company, or any subsidiary of the Company, of any equity security (or any security which is or may become convertible into or exchangeable or exercisable subscribe for an equity security) equal to the number or amount of securities being offeredsuch shares of Offered Stock in the offering as such Senior Management Stockholder may elect to purchase or subscribe for, multiplied up to and including such Senior Management Stockholder’s ownership percentage (not including Common Stock acquirable by exercise of options) in the Company (determined as of the time of the Board’s approval of such issuance) of the total number or amount of Offered Stock proposed to be issued (the “Participation Threshold”). The Company shall provide each Senior Management Stockholder with notice of a proposed issuance or sale subject to this pre-emptive right at least 10 days prior to such issuance (the “Participation Notice”) specifying the principal terms and conditions of the proposed issuance or sale, including (A) the amount and kind of Offered Stock to be included in the issuance or sale, (B) the price per share of Common Stock subject to issuance or sale, including a description of any pricing formulae and of any non-cash consideration sufficiently detailed to permit valuation thereof and (C) the name and address of the Person to whom the Offered Stock is proposed to be issued. If such Senior Management Stockholder exercises his or her pre-emptive right, he or she shall be required to pay the same consideration for each share of Offered Stock as the Company shall receive for each share of Offered Stock purchased by a fraction, Person other than a Pre-Emptive Rights Holder and as the numerator of which Company shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, have specified in the case of any such offering by a subsidiary its notice of the Company, proposed issuance (except that if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; (ii) any shares issued or issuable to officers, directors, employees, agents or consultants of the Company or any subsidiary its subsidiary, as applicable, receives non-cash consideration, the Senior Management Stockholder shall have the option, if he or she so chooses, to pay in cash the Fair Market Value of such non-cash consideration). The pre-emptive right given by the Company pursuant to this Section 5(a) shall terminate if the Senior Management Stockholder shall not have notified the Company in writing of its election to exercise such right within ten (10) days after receipt of the Company, upon exercise of any option granted or to be granted pursuant to any stock option plan or arrangements approved by the Board of Directors notice of the proposed issuance; provided that such right shall become available once again if the price or any other material term of the proposed issuance shall change, in which case the parties shall again follow the procedures set forth in this Section 5(a). Each Pre-Emptive Rights Holder desiring to accept the offer contained in the Participation Notice shall accept such offer by furnishing a written commitment to the Company (the "Board of Directors"), or the board of directors of such issuing subsidiary, as the case may be, within ten (10) days after the effectiveness of the Participation Notice specifying the amount of Offered Stock (not in any event to exceed such Pre-Emptive Rights Holder’s Participation Threshold) for which such Pre-Emptive Rights Holder desires to subscribe (each a “Participating Buyer”). Each Participation Buyer who does not so accept such offer in compliance with the above requirements, including the applicable time period, shall be deemed to have waived all rights to participate in such issuance or sale, and the Company (or any options granted of its subsidiaries, if applicable) shall thereafter be free to issue the Offered Stock to the prospective subscriber and any other Participating Buyers, at a price no less than the minimum price set forth in the Participation Notice and on other principal terms not materially more favorable to the prospective subscriber and any other Participating Buyers than those set forth in the Participation Notice, without any further obligation to such non-accepting Pre-Emptive Rights Holders pursuant to this Section 5(a). If, prior to consummation, the terms of such proposed issuance or sale shall change with the result that the price shall be less than the minimum price set forth in the Participation Notice or the other principal terms shall be materially more favorable to the prospective subscriber than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be granted thereunder; or (iii) shares issued or issuable in furnished, and the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes provisions of this Section 4.01 it shall be assumed that all securities held by the Investors which may be converted into 5(a) separately complied with, in order to consummate such issuance or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") of any proposed securities issuance that would give rise sale pursuant to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchase5(a).

Pre-emptive Rights. If at any time the Company shall offer to sell any Securities to any Person (including, without limitation, the holders of the Company's preferred stock ("Preferred Stock") or Common Stock) (a "Securities Offering"), including, without limitation, in connection with a negotiated conversion or exchange of its Preferred Stock but excluding shares of Common Stock issued for the exercise of any Preferred Stock or options of the Company in accordance with their respective terms on the date of initial issuance, the holder of this Note shall have the right (in addition to any other rights of the holder of this Note, if any, as a holder of Preferred Stock, Common Stock or other Securities of the Company), at its option, to (a) Each Investor shall have purchase a preemptive right to purchase all or number of any portion of an offering by the Company, or any subsidiary such offered Securities of the Company, Company ("Offered Securities") up to the number of any equity security (or any security which is or may become convertible into or exchangeable or exercisable Offered Securities purchasable on the date of payment for such Offered Securities for an equity security) amount equal to the number or amount of securities being offered, multiplied by a fraction, the numerator of which shall be the number of Common Shares held by such Investor which are Registrable Stock and the denominator of which shall be the number of Common Shares held by all shareholders (including the Investors); provided that, in the case of any such offering by a subsidiary of the Company, if the number of equity securities that the Investors collectively have preemptive rights to purchase from the Company is less than 20% of the equity securities being offered by such subsidiary then the number of equity securities that each Investor has a preemptive right to purchase shall be increased pro rata so that, collectively, the Investors have a preemptive right to purchase at least 20% of such equity securities; provided further that there will be no such preemptive right in the case sum of (i) shares issued or issuable pursuant to the exercise of options or warrants or the conversion of convertible securities (including the Preferred Shares) that were issued or outstanding on the date hereof; $15,675,000 plus (ii) the amount of any shares issued or issuable accrued and unpaid interest under this Note as of such date and (b) use this Note, up to officers, directors, employees, agents or consultants the Full Repayment Amount as of the Company date of payment for Offered Securities and in lieu of cash, to purchase any such Offered Securities. The right of the holder of this Note to purchase the Offered Securities under this Section 7 shall be conditioned upon (i) the receipt of all consents, exemptions, authorizations, or any subsidiary other actions by, or notices to, or filings with, Governmental Authorities and other Persons necessary or required in connection with the purchase of the Offered Securities by the Fund and (ii) the receipt of the approval of the Company, upon exercise 's stockholders to the extent required under the NASD rules. Any such purchase of Offered Securities shall be at the most favorable price and on the most favorable terms offered to any other Person. Upon the consummation of any option granted or to be granted pursuant to any stock option plan or arrangements approved purchase of Offered Securities by the Board holder of Directors of the Company this Note in accordance with clause (the "Board of Directors"), or the board of directors of such subsidiary, as the case may be, or any options granted or to be granted thereunder; or (iiib) shares issued or issuable in the acquisition by the Company or by a subsidiary of the Company of any other corporation, association, partnership or another entity or the assets or securities thereof. Each Investor shall have such right to purchase when the securities are issued or sold by the Company, or any subsidiary of the Company, on the best terms and conditions as such securities are offered to other purchasers thereof. For purposes of this Section 4.01 it 7, the Full Repayment Amount (beginning, first, with the Premium Amount, second, with any accrued and unpaid interest and, third, with the Principal Amount) of this Note shall be assumed that all securities held reduced dollar-for-dollar for any portion of the Full Repayment Amount used by the Investors which may be converted into or exercised for Common Shares have been so converted or exercised. The Company shall give the Investors at least thirty (30) days prior written notice (the "Notice Period") holder of any proposed securities issuance that would give rise to preemptive rights as contemplated in this Section 4.01 describing the amount and type of securities to be issued, and the price and other terms upon which the Company, or any subsidiary of the Company, proposes to issue the same. Each Investor exercising all of its preemptive rights in such offering shall have a further pro rata right (a "right of over allotment") Note to purchase the securities refused by any Investor who declines to fully exercise its preemptive right. Each Investor desiring to exercise its preemptive right must notify the Company in writing prior to the close of business on the last day of the Notice Period, stating (i) its intent to purchase, (ii) whether or not it intends to exercise its right of over allotment; and (iii) the maximum amount of securities it is willing to purchasesuch Offered Securities.