Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. The same rules provided for in this Section 5 shall be applicable mutatis mutandis to transfers, by any Shareholder of a Group, of its pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights for new Company Shares shall be the following: (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval of the capital increase and must contain the number of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt of the Transfer Notice, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Upon the expiration of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meeting.

Pre-emptive Rights. The same rules provided for in this Section 5 shall be applicable mutatis mutandis Company hereby grants to transfers, by any Shareholder of a the Holder (so long as SPCP Group, of LLC or an Affiliate thereof (which term shall include any investment fund managed by SPCP Group, LLC or its Affiliates) is and remains the Holder hereof) pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to issuances, other than Exempt Issuances, after the Initial Exercise Date, by the Company of its equity securities or securities or rights convertible into or exercisable for equity securities, where issuance of those securities or rights would result in dilution of the Holder’s beneficial ownership (as calculated by the Holder for purposes of Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock on a fully-diluted and as converted basis, taking into account all securities of the Company held by the Holder which entitle the Holder to acquire Common Stock at any time, including, without limitation, this Warrant, immediately prior to the consummation of the proposed issuance (the “Pre-Transaction Percentage”). Each time the Company proposes to issue or offer any shares of, or securities or rights convertible into or exercisable for any shares of, any class of the Company’s equity securities (the “New Shares”) that would reduce the Holder’s Pre-Transaction Percentage, other than in Exempt Issuances, the Company shall first make a written offer to the Holder of its pro rata share of the New Shares based on the Holder’s Pre-Transaction Percentage (the “Offer Notice”). The Offer Notice shall state (a) the Company’s bona fide intention to issue or offer the New Shares, (b) the identity of the person(s) to whom the New shares are to be issued or offered, (c) the number of New Shares to be issued or offered, and (d) the price and terms upon which it proposes to issue or offer the New Shares. The Holder may, by written notice to the Company delivered within ten (10) days of its receipt of the Offer Notice, elect to purchase, at the price and on the terms specified in the Offer Notice, up to its pro rata share of the New Shares. The closing of the sale to the Holder shall occur simultaneously with the issuance or sale of the New Shares to the other person(s) identified in the Offer Notice, but no earlier than fifteen (15) days following the Holder’s receipt of the Offer Notice (unless a shorter period is mutually agreed between the Company and the Holders). The Holder’s pro rata share of the New Shares shall be priced equal to the lowest price paid by any of the other person(s) identified in the Offer Notice, including any such person who may be receiving or purchasing New Shares by virtue of similar pre-emptive rights for new or other purchase rights. If the Company Shares shall be does not consummate the following: (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval issuance or sale of the capital increase and must contain New Shares within sixty (60) days following the number of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective Holder’s receipt of the Transfer Offer Notice, and should then the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered New Shares shall not be offered, issued or sold unless again offered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Upon the expiration of the period mentioned Holder in accordance with this Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meeting6.

Pre-emptive Rights. Prior to the occurrence of an IPO in the event that the Company desires to issue any Shares or any securities convertible into or exchangeable or exercisable for Shares in an offering or placement that is not required to be registered under the Securities Act (a "Private Offering"), the Company must first offer to sell such securities proposed to be issued in such Private Offering in accordance with this Section 5.6 on the same terms and conditions as the sale of such securities in such proposed Private Offering. The same rules offer (the "Pre-emptive Right Notice") shall be made by the Company to each SSC Party or Investors LLC Party who, along with its Affiliates, owns of record at least 5% of the Shares then outstanding on a fully diluted basis (excluding stock options) from time to time determined as of the date of the Pre-emptive Right Notice (a "Notified Shareholder"), and shall be dated, shall be in writing and shall set forth the terms of the proposed Private Offering, including, but not limited to, the consideration to be paid, and all other terms and conditions related to the proposed Private Offering. From and after the time that the Notified Shareholders receive the Pre-emptive Right Notice, each Notified Shareholder shall have the right, exercisable by giving written notice to the Company of such Notified Shareholder's intent to exercise such right within 10 Business Days of the Pre-emptive Right Notice, to subscribe for and purchase a number of securities subject to the Pre-emptive Right Notice, on the terms set forth in the Pre-emptive Right Notice, such that, after giving effect to the issuance of securities subject to the Pre-emptive Right Notice and the exercise of the rights of each Notified Shareholder set forth in this Section 5.6 including, for the purpose of this calculation, the issuance of Common Stock upon conversion, exchange or exercise of any securities convertible, exchangeable or exercisable into shares of Common Stock to be Each Notified Shareholder that has exercised its rights to purchase securities pursuant to this Section 5.6 shall, within 10 Business Days from the date of the Pre-emptive Right Notice (such period to be extended as may be required in order for necessary regulatory approvals to be obtained) purchase the securities or other securities subject to the Pre-emptive Right Notice in accordance with the terms of this Section 5.6. Notwithstanding the foregoing, the rights provided for in this Section 5 5.6 shall be applicable mutatis mutandis to transfers, by any Shareholder of a Group, of its pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights for new Company Shares shall be the following: not apply (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval any issuance to employees, directors or consultants of the capital increase and must contain Company or its Subsidiary of securities or options to purchase securities under an employee stock purchase plan or employee benefits plan adopted by the number Board of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions Directors of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholdersCompany, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt to any dividend paid in securities or any subdivision or combination of the Transfer Noticesecurities, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from to the effective receipt issuance of the Acceptance Notice, the securities in consideration for any acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable Company and binding upon such Non-Transferring Party. Upon (iv) the expiration issuance of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right equity or equity equivalents as ancillary parts of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meetinga debt financing transaction.

Pre-emptive Rights. The 5.1 Subject to Section 5.5, if the Company at any time or from time to time proposes to issue any Qualified Securities (including any issuance of Qualified Securities that results, through a series of one or more related transactions, in the Company receiving, directly or indirectly, cash for such issuance), the Company shall, no later than fifteen (15) Business Days prior to the proposed consummation of such issuance give written notice thereof to Investor (the Pre-emptive Rights Notice). Such Pre-emptive Rights Notice shall contain the amount and class of Qualified Securities to be issued, the purchase price in respect thereof, the prospective purchasers thereof, if known, and any other terms the Company determines are pertinent regarding the proposed issuance and shall also contain an offer to issue to Investor, at the same rules provided for in purchase price per Qualified Security at which the Company issues such Qualified Securities to the other proposed purchasers thereof, that number of Qualified Securities (the Pre-emptive Securities) equal to the product of Investor’s Proportionate Interest multiplied by the total number of Qualified Securities being offered (the Pre-emptive Rights); provided, however, that the number of Pre-emptive Securities to be offered to Investor pursuant to this Section 5 5.1 shall be reduced by the number of Qualified Securities that Investor would otherwise have the right to purchase in connection with such issuance pursuant to applicable mutatis mutandis to transfers, by any Shareholder of a Group, of its statutory pre-emptive rights for the subscription (after giving effect to any waiver, in whole or in part, of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to the such statutory pre-emptive rights for new Company Shares shall be by the following: (i) the Transfer Notice must be delivered Company’s shareholders, to the Non-Transferring Party within 5 (fiveextent that such waiver is binding on Investor) Business Days from the approval of the capital increase and must contain the number of Offered Shares subject to the pre-emptive rights, the selling price and the or any other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its contractual pre-emptive rights for that Investor may enforce against the subscription of new Company Shares as a result of the exercise of the Tag-Along; Company. At any time within fifteen (ii) the Acceptance Period shall be 5 (five15) Business Days from the effective after receipt of the Transfer Notice, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered prePre-emptive rights shall be completed. Any decision taken by Rights Notice (the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Upon the expiration of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the prePre-emptive rights of the offering Shareholder, such rights Rights Period) Investor may be assigned to the Third Party who may exercise them under the same conditions of accept the offer made to it in the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the prePre-emptive right established Rights Notice, by furnishing notice of acceptance thereof to the relevant Shareholders MeetingCompany (the Pre-emptive Rights Acceptance Notice). Failure by Investor to provide a Pre-emptive Rights Acceptance Notice within the Pre-emptive Rights Period shall be deemed to constitute an election by Investor not to exercise its Pre-emptive Rights.

Pre-emptive Rights. The same rules provided for in this Section 5 shall be applicable mutatis mutandis Company hereby grants to transfersthe Holder (so long as Kxxx X. Xxxxxxxxx, by any Shareholder of a Group, of its M.D. or an Affiliate thereof is and remains the Holder hereof) pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to issuances, other than Exempt Issuances, after the Initial Exercise Date, by the Company of its equity securities or securities or rights convertible into or exercisable for equity securities, where issuance of those securities or rights would result in dilution of the Holder’s beneficial ownership (as calculated by the Holder for purposes of Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock on a fully-diluted and as converted basis, taking into account all securities of the Company held by the Holder which entitle the Holder to acquire Common Stock at any time, including, without limitation, this Warrant, immediately prior to the consummation of the proposed issuance (the “Pre-Transaction Percentage”). Each time the Company proposes to issue or offer any shares of, or securities or rights convertible into or exercisable for any shares of, any class of the Company’s equity securities (the “New Shares”) that would reduce the Holder’s Pre-Transaction Percentage, other than in Exempt Issuances, the Company shall first make a written offer to the Holder of its pro rata share of the New Shares based on the Holder’s Pre-Transaction Percentage (the “Offer Notice”). The Offer Notice shall state (a) the Company’s bona fide intention to issue or offer the New Shares, (b) the identity of the person(s) to whom the New shares are to be issued or offered, (c) the number of New Shares to be issued or offered, and (d) the price and terms upon which it proposes to issue or offer the New Shares. The Holder may, by written notice to the Company delivered within ten (10) days of its receipt of the Offer Notice, elect to purchase, at the price and on the terms specified in the Offer Notice, up to its pro rata share of the New Shares. The closing of the sale to the Holder shall occur simultaneously with the issuance or sale of the New Shares to the other person(s) identified in the Offer Notice, but no earlier than fifteen (15) days following the Holder’s receipt of the Offer Notice (unless a shorter period is mutually agreed between the Company and the Holders). The Holder’s pro rata share of the New Shares shall be priced equal to the lowest price paid by any of the other person(s) identified in the Offer Notice, including any such person who may be receiving or purchasing New Shares by virtue of similar pre-emptive rights for new or other purchase rights. If the Company Shares shall be does not consummate the following: (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval issuance or sale of the capital increase and must contain New Shares within sixty (60) days following the number of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective Holder’s receipt of the Transfer Offer Notice, and should then the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered New Shares shall not be offered, issued or sold unless again offered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Upon the expiration of the period mentioned Holder in accordance with this Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meeting6.

Pre-emptive Rights. The same rules Limited Partnership may propose to issue additional Units, provided that it shall first offer to each Limited Partner the right to subscribe for its Proportionate Share of the Units to be issued by the Limited Partnership. When the Limited Partnership proposes to issue additional Units, it shall give written notice to the Limited Partners of such intention (hereinafter in this Section 5 section 8.1, the “Notice of Issuance”, and such Limited Partners to whom the Notice of Issuance has been sent being collectively referred to in this section 8.1 as the “Notified Parties” and each individually referred to in this section 8.1 as a “Notified Party”) and the Notice of Issuance shall specify a date, not sooner than ten (10) days nor later than fifteen (15) days from the date of delivery of the Notice of Issuance, on which the subscription must be applicable mutatis mutandis made and the price at which the Units are to transfers, be issued. Any Notified Party that wishes to subscribe for Units to which the Notice of Issuance relates must give to the Limited Partnership written notice of such intention (hereinafter in this section 8.1 the “Notice of Intention”) not later than ten (10) days after receipt of the Notice of Issuance and shall specify in the Notice of Intention the number of Units that it wishes to purchase (such Notified Parties who have sent a Notice of Intention to the Limited Partnership being collectively referred to in this section 8.1 as the “Accepting Notified Parties” and each individually referred to in this section 8.1 as an “Accepting Notified Party”). A Notice of Intention shall bind the Accepting Notified Party to subscribe and pay for the Units to which it relates. A Limited Partner who fails to give such Notice of Intention by any Shareholder the time limited in the Notice of a Group, of its Issuance shall have no further pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise in respect of the Right Units to which the Notice of First Refusal Issuance related. Each Limited Partner acknowledges that if it does not subscribe for additional Units in accordance with this section 8.1, the Limited Partnership may issue the additional Units to Accepting Notified Parties who have so subscribed or to Persons who are not Limited Partners and the Tag-Along Right with respect to effect of such action will be that its proportionate ownership of Units will be diluted. If all the pre-emptive rights for new Company Shares Limited Partners do not claim their Proportionate Share, the unclaimed Units so offered shall be used to satisfy the following: (i) claims of Accepting Notified Parties for Units in excess of their respective Proportionate Share, the Transfer Notice must unclaimed Units to be delivered divided according to each Accepting Notified Party’s Proportionate Share among the Non-Transferring Party within 5 (five) Business Days from the approval of the capital increase and must contain Accepting Notified Parties desiring excess Units in proportion to the number of Offered Shares Units greater than the number of Units multiplied by its Proportionate Share each Accepting Notified Party desired; provided, however, that no such Accepting Notified Party shall be bound to take any Units in excess of the amount indicated in its Notice of Intention. If, by the time limited by the Notice of Issuance, all the Units offered thereunder have not been subscribed for by Limited Partners in accordance with the provisions hereof, the Limited Partnership may issue the portion of such Units not subscribed for to any Person or Persons at a price not less than the said subscription price at any time during the ninety (90) days commencing on the date of the Notice of Intention. The following conditions precedent shall apply to the issuance of any Units pursuant to this section 8.1: the Person or Persons to whom such issuance is proposed shall, prior to such issuance, execute and deliver a counterpart to this Agreement in accordance with section 18.5 hereof (unless such Person is already a Limited Partner and thus bound by the provisions of this Agreement) and such Person shall thereupon have the same rights, and shall be subject to the pre-emptive rightssame obligations and restrictions, the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt of the Transfer Notice, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Upon the expiration of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders MeetingLimited Partner hereunder.

Pre-emptive Rights. Prior to the occurrence of an IPO in the event that the Company desires to issue any Shares or any securities convertible into or exchangeable or exercisable for Shares in an offering or placement that is not required to be registered under the Securities Act (a "Private Offering"), the Company must first offer to sell such securities proposed to be issued in such Private Offering in accordance with this Section 5.8 on the same terms and conditions as the sale of such securities in such proposed Private Offering. The offer (the "Pre-emptive Right Notice") shall be made by the Company to each Employee Party who owns of record at least 5% of the Shares then outstanding on a fully diluted basis (excluding Stock Options) from time to time determined as of the date of the Pre-emptive Right Notice and to Investors LLC (a "Notified Shareholder"), and shall be dated, shall be in writing and shall set forth the terms of the proposed Private Offering, including, but not limited to, the consideration to be paid, and all other terms and conditions related to the proposed Private Offering. From and after the time that the Notified Shareholders receive the Pre-emptive Right Notice, each Notified Shareholder shall have the right, exercisable by giving written notice to the Company of such Notified Shareholder's intent to exercise such right within 10 Business Days of the Pre-emptive Right Notice, to subscribe for and purchase a number of securities subject to the Pre-emptive Right Notice, on the terms set forth in the Pre-emptive Right Notice, such that, after giving effect to the issuance of securities subject to the Pre-emptive Right Notice and the exercise of the rights of each Notified Shareholder set forth in this Section 5.8 (including, for the purpose of this calculation, the issuance of Common Stock upon conversion, exchange or exercise of any securities convertible, exchangeable or exercisable into shares of Common Stock to be issued in such Private Offering), the shares of Common Stock owned by such Notified Shareholder (assuming the conversion of any securities held by such Notified Shareholder convertible into Common Stock (whether or not then convertible) and the exercise of any options owned by such Notified Shareholder exercisable for Common Stock but taking appropriate account of the exercise price of any stock options or warrants) shall represent the same rules percentage of the outstanding shares of Common Stock owned by such Notified Shareholder prior to the consummation of such Private Offering (assuming the conversion of any securities held by such Notified Shareholder (whether or not then convertible) convertible into Common Stock and the exercise of any option owned by such Notified Shareholder exercisable for Common Stock but taking appropriate account of the exercise price of any stock options or warrants). Any Notified Shareholder will be entitled at its option to purchase non-voting securities in place of voting securities pursuant to a Pre-emptive Right Notice. If any Notified Shareholder fails to give written notice of such Notified Shareholder's election to exercise the rights of such Notified Shareholder set forth in this Section 5.8 within 10 Business Days of the date of Pre-emptive Right Notice, such Notified Shareholder shall be deemed to have waived the rights granted to such Notified Shareholder under this Section 5.8 with respect to the securities so offered under such Pre-emptive Right Notice. Each Notified Shareholder that has exercised its rights to purchase securities pursuant to this Section 5.8 shall, within 10 Business Days from the date of the Pre-emptive Right Notice (such period to be extended as may be required in order for necessary regulatory approvals to be obtained) purchase the securities or other securities subject to the Pre-emptive Right Notice in accordance with the terms of this Section 5.8. Notwithstanding the foregoing, the rights provided for in this Section 5 5.8 shall be applicable mutatis mutandis to transfers, by any Shareholder of a Group, of its pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights for new Company Shares shall be the following: not apply (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval any issuance to employees, directors or consultants of the capital increase and must contain Company or its Subsidiary of securities or options to purchase securities under an employee stock purchase plan or employee benefits plan adopted by the number Board of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions Directors of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholdersCompany, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt to any dividend paid in securities or any subdivision or combination of the Transfer Noticesecurities, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from to the effective receipt issuance of the Acceptance Notice, the securities in consideration for any acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable Company and binding upon such Non-Transferring Party. Upon (iv) the expiration issuance of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right equity or equity equivalents as ancillary parts of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meetinga debt financing transaction.

Pre-emptive Rights. The (a) If, at any time after the date of this Agreement, the Company proposes to issue or sell any Equity Securities other than as explicitly contemplated herein (the “Pre-emptive Securities”) (it being understood and in any event agreed that any such issuance would require approval of each Class A Member), then, prior to any such issuance or sale, the Company shall give each Class A Member (other than a Class A Member in respect of which an Event of Default shall then be continuing) written notice of such proposed issuance or sale describing in reasonable detail the Pre-emptive Securities (including the number proposed to be issued or sold), the prospective purchaser(s) of such Pre-emptive Securities, the purchase price per unit of Pre-emptive Securities, the payment and other material terms and the portion of such Pre-emptive Securities corresponding to such Class A Member’s Class A Pro Rata Share (each such written notice, a “Pre-emptive Rights Notice”). Each Class A Member (other than a Class A Member in respect of which an Event of Default shall then be continuing) shall have the option, exercisable by written notice to the Company within 30 days after receipt by such Class A Member of the Pre-emptive Rights Notice (such written notice, an “Exercise Notice” and such period, the “Exercise Period”), to elect to purchase from the Company, on the same rules provided for terms and conditions as set forth in this Section 5 shall be applicable mutatis mutandis the Pre-emptive Rights Notice, all or any portion of the Pre-emptive Securities commensurate with its Class A Pro Rata Share. In any Exercise Notice, the Member electing to transfers, by any Shareholder of a Group, of exercise its pre-emptive rights pursuant to this Section 3.3 (each, an “Electing Member”) shall specify the number of Pre-emptive Securities, up to its Class A Pro Rata Share, that it desires to purchase. Any Member who fails to give the Company an Exercise Notice during the Exercise Period shall be deemed to have forfeited such Member’s right to acquire the Pre-emptive Securities offered pursuant to such Pre-emptive Rights Notice but, for the subscription avoidance of new Company Sharesdoubt, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to the any such failure shall not affect such Member’s pre-emptive rights for new Company Shares shall be the following: (i) the Transfer Notice must be delivered pursuant to the Non-Transferring Party within 5 (five) Business Days from the approval of the capital increase and must contain the number of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt of the Transfer Notice, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Upon the expiration of the period mentioned in this Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right 3.3 with respect to the preany future issuances or sales of Pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders MeetingSecurities.

Pre-emptive Rights. Prior to the occurrence of an IPO, in the event that the Company desires to issue to any Person that is then a Stockholder any Company Securities in an offering or placement that is not required to be registered under the Securities Act (a "Private Offering"), the Company must first offer to sell such securities proposed to be issued in such Private Offering in accordance with this Section 6.6 on the same terms and conditions as the sale of such securities in such proposed Private Offering. The offer (the "Pre-emptive Right Notice") shall be made by the Company to each Stockholder, and shall be dated, shall be in writing and shall set forth the terms of the proposed Private Offering, including, but not limited to, the consideration to be paid, and all other terms and conditions related to the proposed Private Offering. From and after the time that the Stockholders receive the Pre-emptive Right Notice, each Stockholder shall have the right, exercisable by giving written notice to the Company of such Stockholder's intent to exercise such right within 10 Business Days of the Pre-emptive Right Notice, to subscribe for and purchase up to the number of securities subject to the Pre-emptive Right Notice, on the terms set forth in the Pre-emptive Right Notice, such that, after giving effect to the issuance of securities subject to the Pre-emptive Right Notice and the exercise of the rights of each Stockholder set forth in this Section 6.6 (including, for the purpose of this calculation, the issuance of Company Securities upon conversion, exchange or exercise of any securities convertible, exchangeable or exercisable into Company Securities to be issued in such Private Offering), the Company Securities owned by such Stockholder shall represent the same rules percentage of the Company Securities owned by all Stockholders as that owned by such Stockholder prior to the consummation of such Private Offering. If any Stockholder fails to give written notice of such Stockholder's election to exercise the rights of such Stockholder set forth in this Section 6.6 within 10 Business Days of the date of Pre-emptive Right Notice, such Stockholder shall be deemed to have waived the rights granted to such Stockholder under this Section 6.6 with respect to the securities so offered under such Pre-emptive Right Notice. Each Stockholder that has exercised its rights to purchase securities pursuant to this Section 6.6 shall, within 10 Business Days from the date of the Pre-emptive Right Notice (such period to be extended as may be required in order for necessary regulatory approvals to be obtained), purchase the securities subject to the Pre-emptive Right Notice in accordance with the terms of this Section 6.6. Notwithstanding the foregoing, the rights provided for in this Section 5 6.6 shall be applicable mutatis mutandis not apply (i) to transfersany issuance to employees, directors or consultants of the Company or any Subsidiary of securities or options to purchase securities under an employee stock purchase plan or employee benefits plan adopted by any Shareholder the Board of a Group, of its pre-emptive rights for the subscription of new Company Shares, provided that the periods for Directors (including upon the exercise of the Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights for new Company Shares shall be the following: (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval of the capital increase and must contain the number of Offered Shares subject to the pre-emptive rightsany such stock options), the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt to any dividend paid in securities to all holders of the Transfer NoticeShares or any subdivision or combination of securities, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from to the effective receipt issuance of the Acceptance Noticesecurities in consideration for any bona fide, the arm's length acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring PartyCompany and (iv) the issuance of equity or equity equivalents as ancillary parts of a bona fide, will be irrevocable and binding upon such Non-Transferring Party. Upon the expiration of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meetingarm's length debt financing transaction.

Pre-emptive Rights. The same rules provided for in this Section 5 shall be applicable mutatis mutandis to transfers, by any Shareholder of a Group, of its pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights for new Company Shares shall be the following: (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval of the capital increase and must contain the number of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt of the Transfer Notice, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Any text removed pursuant to Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. Upon the expiration of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meeting.

Pre-emptive Rights. The same rules provided for in this Section 5 shall be applicable mutatis mutandis to transfers, by any Shareholder of a Group, of its pre-emptive rights for the subscription of new Company Shares, provided that the periods for the exercise of the Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights for new Company Shares shall be the following: (i) the Transfer Notice must be delivered to the Non-Transferring Party within 5 (five) Business Days from the approval of the capital increase and must contain the number of Offered Shares subject to the pre-emptive rights, the selling price and the other conditions of the sale and the name and complete identification of the Third Party and of its direct and indirect controlling shareholders, and the agreement by the Third Party to increase the Third Party Offer so as to permit the Non-Transferring Party to sell to the Third Party its pre-emptive rights for the subscription of new Company Shares as a result of the exercise of the Tag-Along; (ii) the Acceptance Period shall be 5 (five) Business Days from the effective receipt of the Transfer Notice, and should the above mentioned period elapse without the Non-Transferring Party expressing its intention in a written notice delivered to the Transferring Party, the offer shall be deemed not to have been accepted; and (iii) within 3 (three) Business Days from the effective receipt of the Acceptance Notice, the acquisition of all offered pre-emptive rights shall be completed. Any decision taken by the Non-Transferring Party, will be irrevocable and binding upon such Non-Transferring Party. Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. Upon the expiration of the period mentioned in Section 5.7(a)(ii) above without the Non-Transferring Party exercising its Right of First Refusal or the Tag-Along Right with respect to the pre-emptive rights of the offering Shareholder, such rights may be assigned to the Third Party who may exercise them under the same conditions of the offer made to the Non-Transferring Party pursuant to such item until the end of the term for the exercise of the pre-emptive right established by the relevant Shareholders Meeting.