Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. (1) Except for (i) (A) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).

Pre-emptive Rights. (1a) Except for (iSubject to Section 6(b) (A) below, if the issuance of Company proposes to issue any shares of Common Stock or options or rights any Common Stock Equivalents, in each case after the date of this Agreement, the Company will offer to purchase those shares pursuant sell to any present or future employee, director or consultant benefit plan, program or practice each Stockholder a number of or assumed by such securities ("Offered Shares") so that the Corporation or any of its subsidiaries or (B) Ownership Ratio for such holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such holder immediately prior to such issuance of securities. The Company shall give each such holder at least twenty (20) days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each such Stockholder will be entitled to purchase such securities at the same price, on the same terms (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the securities are issued by delivery of irrevocable written notice (the "Election Notice") to the Company of such election within ten (10) days after delivery of the Issuance Notice (the "Preemptive Period"). If any such Stockholder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical after the delivery of the Election Notice. To the extent such Stockholders do not elect to, or are not entitled to purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice during the 120-day period following the Preemptive Period. (b) The rights contained in Section 6(a) shall not apply to the issuance of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding Common Stock Equivalents: (i) as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) dividend or upon any subdivision or stock split of the outstanding shares of Common Stock into a larger number Stock; (ii) upon exercise of shares any warrants or options outstanding as of Common Stock, and the date of this Agreement; (iii) upon exercise or conversion of any Stockholder Shares; (iv) to officers, directors, consultants and other employees or agents of the issuance Company; (v) pursuant to the acquisition of capital stock as full or partial consideration for a another business entity by the Company by merger, acquisition, joint venture, strategic alliancepurchase of substantially all of the assets of such entity, or other similar non-financing transaction, if, from transaction whereby the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock Company acquires not less than a majority of the Corporation voting power of such entity, or (collectively, “New Securities”vi) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to if such issuance is designated in writing by the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share a majority of the New Securities (the “Proposed Price”Sentinel Stockholder Shares as an issuance which will not be subject to Section 6(a). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of provided no Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of or Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by Equivalents are issued to such holder are convertible as of holders or their Affiliates pursuant to such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)issuance.

Pre-emptive Rights. The Company hereby grants to the Holder (1so long as SPCP Group, LLC or an Affiliate thereof (which term shall include any investment fund managed by SPCP Group, LLC or its Affiliates) Except is and remains the Holder hereof) pre-emptive rights 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 (i) (A) the equity securities, where issuance of any shares of Common Stock or options those securities or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice would result in dilution of or assumed the Holder’s beneficial ownership (as calculated by the Corporation or any Holder for purposes of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividendSection 13(d) of the outstanding shares Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock on a fully-diluted and as converted basis, taking into a larger number 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 Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic allianceof, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock securities or any other securities rights convertible into or exchangeable exercisable for capital stock any shares of, any class of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice Company’s equity securities (the “New Issuance 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”) to the holders of the Series A Preferred Stock, which New Issuance ). The Offer Notice shall state (xa) 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 Securities proposed Shares to be issued or offered, and (yd) the proposed purchase price per 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 Securities (Shares. The closing of the “Proposed Price”). (2sale to the Holder shall occur simultaneously with the issuance or sale of the New Shares to the other person(s) For a period of identified in the Offer Notice, but no earlier than fifteen (15) Business Days after days following the giving 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 Issuance Shares shall be priced equal to the lowest price paid by any of the other person(s) identified in the Offer Notice, each holder including any such person who may be receiving or purchasing New Shares by virtue of similar pre-emptive or other purchase rights. If the Series A Preferred Stock shall have Company does not consummate the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) issuance or sale of the New Securities, or Shares within sixty (b60) if days following the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) Holder’s receipt of the Offer Notice, then the New SecuritiesShares shall not be offered, in each case at a purchase price per share equal issued or sold unless again offered to the Proposed Price and upon the terms and conditions set forth Holder in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)accordance with this Section 6.

Pre-emptive Rights. (1) Except for (i) (A) If the issuance of Company issues any shares of Common Stock or any securities containing options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock in each case, after the date hereof to an Investor or any Affiliate of an Investor, the Company will offer to sell to each Other Stockholder a number of such securities ("Offered Shares") so that the Ownership Ratio immediately after the issuance of such securities for each Stockholder would be equal to the Ownership Ratio for such Stockholder immediately prior to such issuance of securities. The Company shall give each Stockholder at least 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each Stockholder will be entitled to purchase such securities at the same price, on the same terms, and at the same time as the securities are issued by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"); provided, that (i) if more than one type of security was issued, each Stockholder shall, if it exercises its rights pursuant to any optionthis Section 9, warrant, right or exercisable, exchangeable or convertible security outstanding purchase such securities in the same ratio as issued and (ii) the holders of the Issue Datemajority of the BRS Stockholder Shares shall make the election for all such holders, and the holders of the majority of the holders of the 399 Venture Stockholder Shares shall make the election for all such holders, in each case for purposes of this Section 9. If any of the Stockholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. In the event that any Stockholder elects to purchase Offered Shares, at such Stockholder's request (which request shall be included in the Election Notice), the Company shall issue to such Stockholders, in lieu of the securities constituting Offered Shares, nonvoting securities which shall otherwise be identical in all respects to such securities constituting Offered Shares, except that it (i) shall be nonvoting, (ii) shall be convertible into a subdivision voting security (including the securities constituting Offered Shares) on such terms as are requested by way of a stock dividend) such Stockholder in light of the outstanding shares of Common Stock into a larger number of shares of Common Stockapplicable regulatory considerations then prevailing, and (iii) may not, at Stockholder's request, be a common equity security. In the issuance of capital stock as full or partial consideration for a mergerevent any Stockholder elects not to exercise its rights pursuant to this Section 9, acquisition, joint venture, strategic alliance, or no other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock Stockholder shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up securities offered to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)Stockholder.

Pre-emptive Rights. (1a) Except for Subject to the terms of this Section 9.2, the Company hereby grants to each Shareholder a pre-emptive right to purchase 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 sale, offer or issuance of New Securities by the Company to (i) any Strategic Investor or (Aii) an Existing Shareholder (or its Affiliates) for purposes of, or in connection with, a proposed Transfer of such New Securities to any Strategic Investor (an “Exempted Issuance”); provided 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 Article 7 of the Memorandum and Articles and Sections 2 to 9 and 12.6 hereof; (x) any Exempted Issuance pursuant to (i) 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 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 issued capital of the Company on a Fully Diluted Basis immediately after such Exempted Issuance. For purposes of this Section 9, a Shareholder’s pro rata share shall be determined according to the number of Equity Securities owned by such Shareholder on an as-converted basis immediately prior to the issuance of any shares the New Securities in relation to the total number of Common Stock or options or rights Equity Securities then owned by all Shareholders on an as-converted basis immediately prior to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant the New Securities. (b) If the Company proposes to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the undertake an issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation it shall send give each Preferred Shareholder written notice (the an “New Issuance Notice”) to of such intention, describing the holders identity of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share acquirer of the New Securities (the “Proposed PriceAcquirer”). (2) For a period , the type and amount of fifteen (15) Business Days after New Securities to be issued, and their price and the giving of general terms upon which the New Issuance Notice, each holder of Company proposes to issue the Series A Preferred Stock same. Each Shareholder shall have the right to purchase twenty (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (27020) days after the Issue Date, any such notice is mailed or delivered to agree to purchase up to its Proportionate Share such Shareholder’s pro rata share of such New Securities (as defined belowdetermined in Section 9.1) of for the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth specified in the Issuance Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (c) Upon the expiration of twenty (20) days from the Company’s delivery of the Issuance Notice and for sixty (60) days thereafter, the Company may sell any New Securities with respect to which the Shareholder’s pre-emptive rights under this Section 9.2 were not exercised, at a price and upon terms not more favorable to the Proposed Acquirer than those specified in the Issuance Notice. As used hereinIn the event the Company has not sold such New Securities within such sixty (60) day period, the term “Proportionate Share” meansCompany shall not thereafter issue or sell any New Securities, as without first again offering such securities to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus Shareholders in the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise manner provided in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)this Section 9.1.

Pre-emptive Rights. (1a) Except for with respect to (i) the grant of options; (Aand the issuance of shares of Common Stock upon exercise thereof) to employees, consultants, directors and officers of the Company other than the Stockholders, and (ii) the issuance of any securities by the Company in an underwritten public offering, if the Company proposes to offer or sell, in consideration for cash, shares of Common Stock or options any other class of capital stock or rights to purchase those shares pursuant to any present securities convertible or future employee, director exercisable into or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any exchangeable for shares of Common Stock pursuant to or any option, warrant, right or exercisable, exchangeable or convertible security outstanding as other class of the Issue DateCompany's capital stock ("New Offer"), the Company shall offer to each Stockholder the right (ii) a subdivision "Pre-emptive Right"), on the same terms specified below, to purchase up to that number of securities sufficient to permit the Stockholder to maintain its proportionate equity interest in the Company (including as determined by way of a stock dividend) dividing all of the outstanding Shares then owned by such Stockholder by the shares of Common Stock into a larger number of shares of Common Stock, and then outstanding. (iiib) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation The Company shall send a written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities Offer to each Stockholder at least ten (10) days prior to the “Proposed Price”)consummation of any New Offer specifying in reasonable detail the material terms of the New Offer including, without limitation, the material terms of the proposed security, the material terms of any proposed agreement to be executed by the purchaser, the consideration per share to be paid by the purchaser, and the identity (if known) of each proposed purchaser. Each Stockholder shall notify the Company within five (5) days of the receipt of such notice whether it intends to exercise its Pre-emptive Right. The closing of any purchase of securities by a Stockholder under this Section shall take place on the same day as the closing of the New Offer or, at the Stockholders' discretion, at anytime within ten (10) days ("Stockholder Closing Period") thereafter; PROVIDED HOWEVER, that the Stockholder Closing Period shall be six (6) months for any New Offer made prior to November 1, 2000. (2c) For The Pre-emptive Right afforded under this Section 2 shall terminate with respect to a period of fifteen (15) Business Days after the giving Stockholder at such time as it owns less than 5% of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of outstanding Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).

Pre-emptive Rights. (1) Except for (i) (A) From the issuance date hereof until the third anniversary of any the date hereof, each Investor holding at least 5,000,000 shares of Common Stock or options Securities of the Company, subject to appropriate adjustment for all stock splits, dividends, recapitalizations and the like (each, a “Major Holder”), shall have the rights contained in this Section 7. The Company shall not directly or rights indirectly, offer, sell or grant any option to purchase those shares pursuant to (or announce any present or future employeeoffer, director or consultant benefit plansale, program or practice of or assumed by the Corporation grant or any option to purchase or other disposition of) any securities (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 7. 7.1. The Company shall deliver, at least ten (10) business days prior to the closing of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant a Subsequent Placement, to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as each Investor who is a Major Holder of the Issue Date, Company (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, an “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Eligible Purchaser”), then the Corporation shall send a written notice (the “New Issuance Offer Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities any proposed to be issued and (y) the proposed purchase price per share of the New Securities or intended issuance or sale or exchange (the “Proposed PriceSubsequent Offer”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price or (b) if pricing mechanism and other terms upon which they are to be issued, sold or exchanged, and the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) number or amount of the New SecuritiesOffered Securities to be issued, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used hereinsold or exchanged, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplicationC) its Permitted Transferees (other than any other holder offer to issue and sell to or exchange with each Eligible Purchaser that portion of shares the Offered Securities that represents such Eligible Purchaser’s pro rata percentage of Series A Preferred Stock) plus the number of shares of Common Stock into which then outstanding (assuming for these purposes the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible Shares into Common Stock at the then applicable conversion price) (the “Pro Rata Amount”). 7.2. To accept a Subsequent Offer, in whole or in part, such Eligible Purchaser must deliver a written notice to the Company prior to the end of the 10th business day after such Eligible Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Eligible Purchaser’s Pro Rata Amount that such Eligible Purchaser elects to purchase (in either case, the “Notice of Acceptance”). 7.3. In connection with any Subsequent Placement, the Company shall distribute to the Eligible Purchasers, other than any Eligible Purchaser that has indicated to the Company it is not interested in participating in the Subsequent Offer or that has not prior to the end of the Offer Period delivered a Notice of Acceptance pursuant to Section 7.2 above, all agreements and other documents to be executed by the purchasers in the Subsequent Placement, at substantially the same time such items are distributed to the purchasers in the Subsequent Placement other than the Eligible Purchasers. If any Eligible Purchaser shall have failed to execute and deliver any such agreement or other document in the form so distributed by the such time as may be reasonably requested by the Company in connection with the Subsequent Placement, then such Eligible Purchaser shall not have a right to participate in such Subsequent Placement and all securities which such Eligible Purchaser would have been eligible to purchase in the Subsequent Placement shall be treated as Refused Securities (including as defined below) with respect thereto. 7.4. The Company shall have ninety (90) days from the Series A Preferred Stockexpiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Eligible Purchasers (the “Refused Securities”), but only upon terms and conditions (including, without limitation, the total amount of the financing, unit prices and interest rates) that are not materially more favorable to the acquiring person or persons or materially less favorable to the Company than those set forth in the Offer Notice, except for such changes which may, in the reasonable judgment of the Company, be necessary or appropriate on account of changes in market conditions, provided that if the Company makes such changes, it will use reasonable commercial efforts to consult with the Eligible Purchasers and to provide them the opportunity to participate in the financing as modified by such changes. 7.5. Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Eligible Purchasers shall acquire from the Company, and the exercise in full of all existing warrants at Company shall issue to the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used hereinEligible Purchasers, the term “Double Proportionate Share” meansnumber or amount of Offered Securities specified in the Notices of Acceptance, as upon the terms and conditions specified in the Subsequent Offer, subject to each holder the terms and conditions contained in this Section 7. 7.6. The restrictions and other provisions contained in this Section 7 shall not apply to the issuance of Series A Preferred Stock any securities issued or issuable: (A) to any employee, officer, director or consultant in connection with any plan or other compensatory arrangement approved by the Board of Directors or the compensation committee of the Board of Directors of the Company; (B) upon the exercise of any warrants outstanding as of the date hereof; (C) to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar non-equity transactions; (D) in connection with bona fide acquisition, merger or similar transaction; or (E) to an entity as a given datecomponent of any business relationship with such entity primarily for the purpose of (1) joint venture, such holder’s Proportionate Share as of such date multiplied by two technology licensing or development activities, (2)) distribution, supply or manufacture of the Company’s products or services or (3) any other arrangements that are primarily for purposes other than raising equity capital. For the avoidance of doubt, the restrictions and other provisions contained in this Section 7 shall apply to the issuance of any securities issued or issuable in any underwritten public offering.

Pre-emptive Rights. For a period of two (12) Except for years from the Closing, the Company shall not issue, sell or exchange or agree to issued, sell or exchange (collectively "Issue," and any issuance, sale or exchange resulting therefrom, an "Issuance") any share of Capital Stock or any securities convertible into the company's Capital Stock (collectively "Securities") (other than securities issued by the Company in an underwritten Initial Public Offering or the private placement of up to $3,500,000 of the Company's securities on the same terms as being purchased by the Investor herein), except as authorized by the Board of Directors and in accordance with the following procedures: (a) The Company shall deliver to the Investor a written notice (a "Pre-emptive Notice"), which shall (i) state the Company's intention to Issue Securities to one or more Persons, the amount and type of Securities to be Issued (Athe "Securities Issuance"), the purchase price ("Purchase Price") the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as therefor and a summary of the Issue Date, other material terms of the proposed Issuance and (ii) offer the Investor the option to acquire a subdivision (including by way of a stock dividend) part of the outstanding shares Securities Issuance based on its and its affiliates percentage of Common Stock into ownership in the Company (the "Pre-emptive Offer"). The Pre-emptive Offer shall remain open and irrevocable for the periods set forth below (and, to the extent the Pre-emptive Offer is accepted during such periods, until the consummation of the Issuance contemplated by the Pre-emptive Offer). The Investor shall have the right and option, for a larger period of 15 business days after delivery of the Pre-emptive Notice (the "Pre-emptive Acceptance Period"), to accept all or any part of the Securities Issuance at the purchase price and on the terms stated in the Pre-emptive Notice. Such acceptance shall be made by delivering a written notice to the Company by the Investor within the Pre-emptive Acceptance Period specifying the maximum number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from Securities Issuance the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person Investor will purchase (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”"Accepted Securities"). (2b) For a period of fifteen (15If effective acceptance shall not be received pursuant to Section 7(a) Business Days after the giving above with respect to all of the New Securities Issuance offered for sale pursuant to the Pre-emptive Notice, each holder then the Company may Issue all or any portion of such Securities so offered for sale and not so accepted, at a price not less than the Series A Preferred Stock shall have Purchase Price, and on terms not more favorable to the right to purchase (a) if purchaser thereof than the Dilutive Issuance occurs during terms, stated in the period from the Issue Date until the date that is two hundred seventy (270) Pre-emptive Notice at any time within 90 days after the Issue Date, up to its Proportionate Share (as defined below) expiration of the New Securities, or Pre-emptive Acceptance Period (b) if the Dilutive "Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) Period"). In the event that all of the New Securities, in each case at a purchase price per share equal to Securities Issuance is not Issued by the Proposed Price and upon Company during the terms and conditions set forth in the New Issuance Notice. As used hereinPeriod, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock right of the Corporation issued Company to Issue such unsold Securities Issuance shall expire and outstanding as the obligations of such date, calculated this Section 7 shall be reinstated. (c) All sales of Securities Issuance to Investor subject to any Pre-emptive Notice shall be consummated contemporaneously at the offices of the Company on a fullymutually satisfactory business day within 5 days after the expiration of the Pre-diluted basis, assuming conversion emptive Acceptance Period. The delivery of all outstanding convertible securities (including certificates or other instruments evidencing such Securities Issuance shall be made by the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of Company on such date multiplied by two (2)against payment of the Purchase Price for such Securities Issuance.

Pre-emptive Rights. If the Company issues any shares of Common Stock (1other than shares of Common Stock issuable upon exercise of the CVC Warrant and upon exercise of incentive stock options to be issued to certain members of management of the Company) Except for (i) (A) the issuance of or any securities containing options or rights to acquire any shares of Common Stock or options any securities convertible or rights exchangeable for Common Stock in each case, after the date hereof to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation CVC or any Affiliate of its subsidiaries or CVC, the Company will offer to sell to each Other Stockholder a number of such securities (B"Offered Shares") so that the Ownership Ratio immediately after the issuance of such securities for each Stockholder would be equal to the Ownership Ratio for such Stockholder immediately prior to such issuance of securities. The Company shall give each Stockholder at least 30 days prior written notice of any shares proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of Common Stock such issuance (the "Issuance Notice"). Each Stockholder will be entitled to purchase such securities at the same price, on the same terms, and at the same time as the securities are issued by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"); provided, that if more than one type of security was issued, each Stockholder shall, if it exercises its rights pursuant to this Section 9, purchase such securities in the same ratio as issued. If any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue DateStockholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. In the event that any Stockholder elects to purchase Offered Shares, at such Stockholder's request (which request shall be included in the Election Notice), the Company shall issue to such Stockholders, in lieu of the securities constituting Offered Shares, nonvoting securities which shall otherwise be identical in all respects to such securities constituting Offered Shares, except that it (i) shall be nonvoting, (ii) shall be convertible into a subdivision voting security (including the securities constituting Offered Shares) on such terms as are requested by way of a stock dividend) such Stockholder in light of the outstanding shares of Common Stock into a larger number of shares of Common Stockapplicable regulatory considerations then prevailing, and (iii) may not, at Stockholder's request, be a common equity security. In the issuance of capital stock as full or partial consideration for a mergerevent any Stockholder elects not to exercise its rights pursuant to this Section 9, acquisition, joint venture, strategic alliance, or no other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities proposed to be issued and (y) the proposed purchase price per share of the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of the Series A Preferred Stock Stockholder shall have the right to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up securities offered to its Proportionate Share (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)Stockholder.

Pre-emptive Rights. (1a) Except for (i) (A) For so long as the issuance 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 shares of capital stock, including Company Common Stock Stock, or options other securities convertible into, or rights to purchase those exercisable or exchangeable for, shares of capital stock or other equity interests in the Company (the “New Securities”) (other than: (i) pursuant to any present or future employee, director or consultant benefit plan, plan or program or practice of or assumed by the Corporation Company or any of its subsidiaries or Subsidiaries, (Bii) the issuance of any shares of Company Common Stock pursuant to any exercise of any option, warrant, right right, or exercisable, exchangeable or convertible security security, in each case, outstanding as of the Issue DateAugust 18, 2011, (iiiii) a subdivision in connection with any merger, consolidation, business combination or any similar extraordinary transaction, (including by way iv) under the Rights Plan or any successor shareholder rights agreement or plan or (v) for the avoidance of a stock dividend) of doubt, the outstanding shares of Common Stock into a larger number issuance of shares of Company Common Stock in connection with a subdivision or split of the Company Common Stock), and (iii) each Liberty Party holding shares of Series J Preferred Stock at such time shall be afforded the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, opportunity to acquire from the Issue Date until Company for the date 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 twenty-four (24to be paid in consideration) months after the Issue Dateother than cash, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock of the Corporation (collectively, “New Securities”cash equivalent thereof) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send written notice (the “New Issuance Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number an amount of New Securities proposed up to the aggregate amount of New Securities to be issued 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. (b) In the event the Company proposes to offer or sell New Securities, it shall give each Liberty Party holding shares of Series J Preferred Stock at such time written notice of its intention, describing the type of New Security, price (or range of prices), anticipated amount of securities, timing, and other terms upon which the Company proposes to offer the same, no later than two Business Days, as the case may be, after the initial filing of a registration statement with the SEC with respect to an underwritten public offering, after the commencement of marketing with respect to a Rule 144A offering or after the Company proposes to pursue any other offering. Each such Liberty Party shall have 10 Business Days from the date of receipt of such a notice to notify the Company in writing that it intends to exercise its rights provided in this Section 4.03 and, the amount of New Securities such Liberty Party desires to purchase, up to the maximum amount calculated pursuant to Section 4.03(a). Such notice shall constitute a nonbinding indication of interest of such Liberty Party to purchase the amount of New Securities so specified at the price and other terms set forth in the Company’s notice to it. The failure of a Liberty Party to respond within such 10 Business Day period shall be deemed to be a waiver of such Liberty Party’s rights under this Section 4.03 only with respect to the offering described in the applicable notice. (yc) If a Liberty Party exercises its rights provided in this Section 4.03, the proposed closing of the purchase price per share of the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days with respect to which such right has been exercised shall take place within 90 days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 180 days in order to comply with applicable Laws and regulations (including receipt of any applicable regulatory or stockholder approvals). The Company and each Liberty Party exercising its rights under Section 4.03 will use commercially reasonable efforts to secure any regulatory or stockholder approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities. (d) In the event that a Liberty Party fails to exercise its rights provided in this Section 4.03 within such 10-Business Day period or, if so exercised, a Liberty Party is unable to consummate such purchase within the time period specified in Section 4.03(c) because of such Liberty Party’s failure to obtain any required regulatory or stockholder consent or approval, the Company shall thereafter be entitled (during the period of 90 days following the conclusion of the applicable period) to sell or enter into an agreement (pursuant to which the sale of the New Issuance NoticeSecurities covered thereby shall be consummated, each holder if at all, within 90 days from the date of said agreement) to sell the New Securities not elected to be purchased pursuant to this Section 4.03 by such Liberty Party or which such Liberty Party is unable to purchase because of such failure to obtain any such consent or approval, at a price no less than that offered to the Liberty Parties, and otherwise upon terms no more favorable to the purchasers of such securities than were specified in the Company’s notice to the Liberty Parties. Notwithstanding the foregoing, if such sale is subject to the receipt of any regulatory or stockholder approval or consent or the expiration of any waiting period, the time period during which such sale may be consummated shall be extended until the expiration of 10 Business Days after all such approvals or consents have been obtained or waiting periods expired, but in no event shall such time period exceed 270 days from the date of the Series A Preferred Stock applicable agreement with respect to such sale. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within such 90-day period (or sold and issued New Securities in accordance with the foregoing within 90 days from the date of such agreement (as such period may be extended in the manner described above for a period not to exceed 270 days from the date of such agreement), the Company shall not thereafter offer, issue or sell such New Securities without first offering such securities to the Liberty Parties in the manner provided in this Section 4.03. (e) In the case of the offering of New Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board; provided, however, that such fair value as determined by the Board shall not exceed the aggregate market price of the securities being offered as of the date the Board authorizes the offering of such securities. (f) Notwithstanding anything to the contrary in this Section 4.03, the Liberty Parties shall not have the right to purchase New Securities in an amount that would cause the Liberty Parties’ beneficial ownership (ain each case, as determined in accordance with the Rights Plan) if of Company Common Stock, in the Dilutive Issuance occurs during aggregate, to exceed 20% of the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share Outstanding Common Shares (as defined below) of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing (iRights Plan) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).

Pre-emptive Rights. (1a) Except Subject to Section 6(e), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Company Securities or (ii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any Company Securities, (collectively, the "OFFERED SECURITIES"), unless in each such case the Company shall have first complied with this Section 6. The Company shall deliver to the Stockholders a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the "OFFER"), which Offer shall (A) identify and describe the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employeeOffered Securities, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) describe the issuance price and other terms upon which the Offered Securities are to be offered, issued, sold or exchanged, and (C) offer to issue and sell to or exchange with the Stockholders up to their respective pro rata portion of any shares such Offered Securities. Subject to the last sentence of Common Stock pursuant to any optionthis Section 6(a), warrant, right or exercisable, exchangeable or convertible security outstanding as each Stockholder's pro rata portion of the Issue Date, Offered Securities shall be determined by multiplying seventy-five percent (ii) a subdivision (including by way of a stock dividend75%) of the outstanding shares aggregate amount of Common Stock into the Offered Securities by a larger fraction, the numerator of which is the number of shares of Common StockVoting Securities then held by such Stockholder and the denominator of which is the number of shares of Voting Securities then outstanding. Each Stockholder shall have the right, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four period of twenty (2420) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock days following delivery of the Corporation Offer, to purchase or acquire such Stockholder's pro rata portion of the Offered Securities at the price and upon the other terms specified in the Offer. The Offer, by its terms, shall remain open and irrevocable for such twenty (collectively20) day period. To accept an Offer, “New in whole or in part (provided, however, that the Stockholders may only elect to purchase part of the Offered Securities if the Offer is not contingent on the sale to the prospective purchaser of all of the Offered Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send such Stockholder must deliver a written notice (the “New Issuance Notice”"NOTICE OF ACCEPTANCE") to the holders Company prior to the end of the Series A Preferred Stock, which New Issuance Notice shall state twenty (x20) the number of New Securities proposed to be issued and (y) the proposed purchase price per share day period of the New Securities Offer, setting forth the portion (or all, if the “Proposed Price”). (2) For a period Offer is contingent upon the sale to the prospective purchaser of fifteen (15) Business Days after the giving all of the New Issuance NoticeOffered Securities) of such Stockholder's pro rata portion of the Offered Securities that such Stockholder elects to purchase. In addition, each holder of the Series A Preferred Stock Stockholder shall have the right to purchase (awhich right shall be exercised by notice to such effect in the Notice Of Acceptance) if any Offered Securities not accepted by any other Stockholder, in which case the Dilutive Issuance occurs Offered Securities not accepted by any such other Stockholders shall be deemed, on the same terms and conditions, to be offered from time to time during such twenty (20) day period to and accepted by such Stockholders who exercised their options under this sentence ratably based on their interests in the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (Company or as defined below) of the New Securities, or they may otherwise agree. (b) if the Dilutive Issuance occurs after If a Notice of Acceptance is not given by a Stockholder in respect of such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) Stockholder's pro rata portion of the New Offered Securities, the Company shall have ninety (90) days from the expiration of the twenty (20) day period to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given, but only to the offerees or purchasers described in each case at a purchase the Offer and only upon terms and conditions (including, without limitation, price per share equal share) which are not more favorable, in the aggregate, to the Proposed Price acquiring Person or Persons or less favorable to the Company than those set forth in the Offer. (c) Upon the closing of the issuance, sale or exchange of the Offered Securities that are subject to a Notice of Acceptance, the Stockholders shall acquire from the Company, and the Company shall issue to the Stockholders, the number of Offered Securities specified in the Notice of Acceptance, upon the terms and conditions set forth specified in the New Issuance NoticeOffer. As used hereinThe purchase by the Stockholders of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Stockholders of a purchase agreement relating to such Offered Securities that is reasonably satisfactory in form and substance to the Stockholders and their counsel and in compliance with all applicable securities laws. (d) Any Offered Securities that are not acquired by the Stockholders or the offerees or purchasers described in the Offer in accordance with this Section 6 may not be issued, sold or exchanged until they are again offered to the Stockholders under the procedures specified in this Section 6. (e) Notwithstanding the foregoing, the term “Proportionate Share” means, as to each holder pre-emptive rights of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing Stockholders arising under this Section 6 shall not apply to: (i) a number the issuance by the Company of shares Offered Securities to employees, directors or consultants of Common Stock Beneficially Owned the Company pursuant to any Company stock option or other equity incentive plan, in connection with an employment or consulting agreement or arrangement with the Company, or in exchange for other securities of the Company (including, without limitation, options granted under option plans) held by any such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such dateemployees, by directors or consultants; or (ii) Offered Securities issued in connection with the number of shares of Common Stock acquisition of the Corporation business of another entity, whether by the purchase of equity securities, assets or otherwise; or (iii) Offered Securities issued and outstanding as a stock dividend to Stockholders or upon any subdivision or combination of Company Securities; or (iii) Offered Securities issued pursuant to or as contemplated by that certain Stock Purchase Agreement, dated as of such datethe August ___, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) 2001 by and between USI and the Company; or (iv) Offered Securities sold by the Company in an underwritten public offering pursuant to an effective registration statement under the Securities Act; or (v) capital stock or securities exercisable for or convertible into such capital stock issued in connection with any equipment leases or borrowings, direct or indirect, from third-party financial or other institutions regularly engaged in such businesses; or (vi) any warrants issued without consideration or for nominal consideration in connection with any third-party debt financings; or (vii) any performance-based equity issued to third-parties in connection with strategic relationships. (f) The failure of any Stockholder to exercise its rights under this Section 6 shall not be deemed to be a waiver of its rights hereunder in full connection with any subsequent issuance, sale or exchange, or agreement to issue, sell or exchange, or reservation or setting aside for issuance, sale or exchange, of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)Offered Securities.

Pre-emptive Rights. From the Closing Date until the earlier of (1) Except for (i) (Aa) the issuance third anniversary of any the Closing Date or (b) the date on which none of the Purchasers beneficially own at least 10.0% pursuant to Section 13(d) of the Exchange Act of the shares of voting stock of the Company then outstanding, the Company shall not directly or indirectly, offer, sell or grant any option to purchase (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock or options securities convertible into Common Stock (any such offer, sale, grant, disposition or rights announcement being referred to purchase those shares as a “Subsequent Placement”) unless the Company shall have first complied with this Section 6.7. (a) The Company shall deliver, at least ten (10) business days prior to the closing of a Subsequent Placement, to each Purchaser then beneficially owning at least 10.0% pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date, (ii) a subdivision (including by way of a stock dividendSection 13(d) of the outstanding Exchange Act of the shares of Common Stock into a larger number of shares of Common Stock, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four (24) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital voting stock of the Corporation Company then outstanding (collectively, an “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Eligible Purchaser”), then the Corporation shall send a written notice (the “New Issuance Offer Notice”) to the holders of the Series A Preferred Stock, which New Issuance Notice shall state (x) the number of New Securities any proposed to be issued and (y) the proposed purchase price per share of the New Securities or intended issuance or sale or exchange (the “Proposed PriceSubsequent Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price or pricing mechanism and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, and (C) offer to issue and sell to or exchange with each Eligible Purchaser that portion of the Offered Securities that represents such Eligible Purchaser’s percentage of beneficial ownership pursuant to Section 13(d) of the Exchange Act of the aggregate number of shares of voting stock then outstanding (the “Pro Rata Amount”), provided that in no event shall the Company be required to offer to issue or sell, or to issue or sell, to the Eligible Purchasers more than 50% of the aggregate amount of the Offered Securities in any Subsequent Placement. (b) To accept a Subsequent Offer, in whole or in part, such Eligible Purchaser must deliver a written notice to the Company prior to the end of the 10th business day after such Eligible Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Eligible Purchaser’s Pro Rata Amount that such Eligible Purchaser elects to purchase (in either case, the “Notice of Acceptance”). (2c) For a period of fifteen (15) Business Days after In connection with any Subsequent Placement, the giving Company shall distribute to the Eligible Purchasers, other than any Eligible Purchaser that has indicated to the Company it is not interested in participating in the Subsequent Offer or that has not prior to the end of the New Issuance Notice, each holder Offer Period delivered a Notice of the Series A Preferred Stock shall have the right Acceptance pursuant to purchase (a) if the Dilutive Issuance occurs during the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (as defined below) of the New Securities, or subsection (b) above, all agreements and other documents to be executed by the purchasers in the Subsequent Placement, at substantially the same time such items are distributed to the purchasers in the Subsequent Placement other than the Eligible Purchasers. If any Eligible Purchaser shall have failed to execute and deliver any such agreement or other document in the form so distributed by the such time as may be reasonably requested by the Company in connection with the Subsequent Placement, then such Eligible Purchaser shall not have a right to participate in such Subsequent Placement and all securities which such Eligible Purchaser would have been eligible to purchase in the Subsequent Placement shall be treated as Refused Securities with respect thereto. (d) The Company shall have ninety (90) days from the expiration of the Offer Period above to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Eligible Purchasers (the “Refused Securities”), but only upon terms and conditions (including, without limitation, the total amount of the financing, unit prices and interest rates) that are not materially more favorable to the acquiring person or persons or materially less favorable to the Company than those set forth in the Offer Notice, except for such changes which may, in the reasonable judgment of the Company, be necessary or appropriate on account of changes in market conditions , provided that if the Dilutive Issuance occurs after Company makes such two-hundred-seventy-(270)-day periodchanges, up it will use reasonable commercial efforts to its Double Proportionate Share consult with the Eligible Purchasers and to provide them the opportunity to participate in the financing as modified by such changes. (as defined belowe) Upon the closing of the New issuance, sale or exchange of all or less than all of the Refused Securities, in each case at a purchase price per share equal the Eligible Purchasers shall acquire from the Company, and the Company shall issue to the Proposed Price and Eligible Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, upon the terms and conditions set forth specified in the New Issuance Notice. As used hereinSubsequent Offer, subject to the term “Proportionate Share” means, as terms and conditions contained in this Section 6.7. (f) The restrictions and other provisions contained in this Section 6.7 shall not apply to each holder the issuance of Series A Preferred any Common Stock as of a given date, the fraction, expressed as a percentage, determined by dividing issued or issuable: (i) a number to any employee, officer, director or consultant in connection with any plan or other compensatory arrangement approved by the Board of shares Directors or the Compensation Committee of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder the Board of shares Directors of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such date, by Company; (ii) upon the number of shares of Common Stock exercise of the Corporation issued Warrants and any warrants outstanding as of the Closing Date; (iii) to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar non-equity transactions; (iv) in connection with bona fide acquisition, merger or similar transaction; (v) in any underwritten public offering; or (vi) to an entity as a component of any business relationship with such dateentity primarily for the purpose of (A) joint venture, calculated on a fully-diluted basistechnology licensing or development activities, assuming conversion (B) distribution, supply or manufacture of all outstanding convertible securities the Company’s products or services or (including the Series A Preferred StockC) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)other arrangements that are primarily for purposes other than raising equity capital.

Pre-emptive Rights. (1a) Except for (i) (A) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as Pre-emptive Rights. In consideration of the Issue Date, (ii) a subdivision (including by way of a stock dividend) of the outstanding shares of Common Stock Purchaser entering into a larger number of shares of Common Stock, this Agreement and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transactionsubject to Applicable Laws and Section 5.06(c), if, from prior to the Issue Date until fifth anniversary of the date that is twenty-four (24) months after the Issue Datehereof, the Corporation wishes Company proposes to issue issue, grant or sell any shares of capital stock or any other securities convertible into or exchangeable for capital stock of Equity Securities (the Corporation (collectively, “New Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation Company shall send first give to the Purchaser a written notice (the “New Issuance Notice”) setting forth in reasonable detail the price and other terms on which such New Securities are proposed to be issued or sold, the terms of such New Securities and the amount thereof proposed to be issued, granted or sold. The Purchaser shall thereafter have the right, upon written notice given to the holders Company no later than twenty (20) calendar days after receipt of the Series A Preferred Stock, which New Issuance Notice shall state (xthe “Exercise Period”), to elect to purchase the number of such New Securities set forth in such notice up to forty percent (40%) of the total number of New Securities proposed to be issued and (y) by the proposed purchase price per share of Company as set forth in the New Securities (the “Proposed Price”). (2) For a period of fifteen (15) Business Days after the giving of the New Issuance Notice, each holder of for the Series A Preferred Stock shall have price and other terms set forth in the Issuance Notice. Any notice by the Purchaser exercising the right to purchase (a) if the Dilutive Issuance occurs during the period New Securities pursuant hereto shall constitute an irrevocable commitment to purchase from the Issue Date until Company the date that is two hundred seventy securities specified in such notice. The closing of the purchase of New Securities by the Purchaser shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice or on such date, no more than sixty (27060) days after the Issue Date, up to its Proportionate Share (as defined below) expiration of the New Securities, or (b) if the Dilutive Issuance occurs after such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) of the New Securities, in each case at a purchase price per share equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. As used herein, the term “Proportionate Share” meansExercise Period, as to each holder of Series A Preferred Stock as of a given datethe Company may determine; provided, that the fraction, expressed as a percentage, determined by dividing (i) a number of shares of Common Stock Beneficially Owned by such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus Company shall give the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as Purchaser prompt prior notice of such date, by (ii) the number of shares of Common Stock of the Corporation issued and outstanding as of such date, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and the exercise in full of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2).

Pre-emptive Rights. (1a) Except Subject to Section 6(e), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Company Securities or (ii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any Company Securities, (collectively, the "OFFERED SECURITIES"), unless in each such case the Company shall have first complied with this Section 6. The Company shall deliver to the Stockholders a written notice of any proposed or intended issuance, sale or exchange of Offered Securities (the "OFFER"), which Offer shall (A) identify and describe the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employeeOffered Securities, director or consultant benefit plan, program or practice of or assumed by the Corporation or any of its subsidiaries or (B) describe the issuance price and other terms upon which the Offered Securities are to be offered, issued, sold or exchanged, and (C) offer to issue and sell to or exchange with the Stockholders up to their respective pro rata portion of any shares such Offered Securities. Subject to the last sentence of Common Stock pursuant to any optionthis Section 6(a), warrant, right or exercisable, exchangeable or convertible security outstanding as each Stockholder's pro rata portion of the Issue Date, Offered Securities shall be determined by multiplying seventy-five percent (ii) a subdivision (including by way of a stock dividend75%) of the outstanding shares aggregate amount of Common Stock into the Offered Securities by a larger fraction, the numerator of which is the number of shares of Common StockVoting Securities then held by such Stockholder and the denominator of which is the number of shares of Voting Securities then outstanding. Each Stockholder shall have the right, and (iii) the issuance of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, or other similar non-financing transaction, if, from the Issue Date until the date that is twenty-four period of twenty (2420) months after the Issue Date, the Corporation wishes to issue any shares of capital stock or any other securities convertible into or exchangeable for capital stock days following delivery of the Corporation Offer, to purchase or acquire such Stockholder's pro rata portion of the Offered Securities at the price and upon the other terms specified in the Offer. The Offer, by its terms, shall remain open and irrevocable for such twenty (collectively20) day period. To accept an Offer, “New in whole or in part (provided, however, that the Stockholders may only elect to purchase part of the Offered Securities if the Offer is not contingent on the sale to the prospective purchaser of all of the Offered Securities”) at a price per share less than the Liquidation Preference (a “Dilutive Issuance”) to any person (the “Proposed Purchaser”), then the Corporation shall send such Stockholder must deliver a written notice (the “New Issuance Notice”"NOTICE OF ACCEPTANCE") to the holders Company prior to the end of the Series A Preferred Stock, which New Issuance Notice shall state twenty (x20) the number of New Securities proposed to be issued and (y) the proposed purchase price per share day period of the New Securities Offer, setting forth the portion (or all, if the “Proposed Price”). (2) For a period Offer is contingent upon the sale to the prospective purchaser of fifteen (15) Business Days after the giving all of the New Issuance NoticeOffered Securities) of such Stockholder's pro rata portion of the Offered Securities that such Stockholder elects to purchase. In addition, each holder of the Series A Preferred Stock Stockholder shall have the right to purchase (awhich right shall be exercised by notice to such effect in the Notice Of Acceptance) if any Offered Securities not accepted by any other Stockholder, in which case the Dilutive Issuance occurs Offered Securities not accepted by any such other Stockholders shall be deemed, on the same terms and conditions, to be offered from time to time during such twenty (20) day period to and accepted by such Stockholders who exercised their options under this sentence ratably based on their interests in the period from the Issue Date until the date that is two hundred seventy (270) days after the Issue Date, up to its Proportionate Share (Company or as defined below) of the New Securities, or they may otherwise agree. (b) if the Dilutive Issuance occurs after If a Notice of Acceptance is not given by a Stockholder in respect of such two-hundred-seventy-(270)-day period, up to its Double Proportionate Share (as defined below) Stockholder's pro rata portion of the New Offered Securities, the Company shall have ninety (90) days from the expiration of the twenty (20) day period to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given, but only to the offerees or purchasers described in each case at a purchase the Offer and only upon terms and conditions (including, without limitation, price per share equal share) which are not more favorable, in the aggregate, to the Proposed Price acquiring Person or Persons or less favorable to the Company than those set forth in the Offer. (c) Upon the closing of the issuance, sale or exchange of the Offered Securities that are subject to a Notice of Acceptance, the Stockholders shall acquire from the Company, and the Company shall issue to the Stockholders, the number of Offered Securities specified in the Notice of Acceptance, upon the terms and conditions set forth specified in the New Issuance NoticeOffer. As used hereinThe purchase by the Stockholders of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Stockholders of a purchase agreement relating to such Offered Securities that is reasonably satisfactory in form and substance to the Stockholders and their counsel and in compliance with all applicable securities laws. (d) Any Offered Securities that are not acquired by the Stockholders or the offerees or purchasers described in the Offer in accordance with this Section 6 may not be issued, sold or exchanged until they are again offered to the Stockholders under the procedures specified in this Section 6. (e) Notwithstanding the foregoing, the term “Proportionate Share” means, as to each holder pre-emptive rights of Series A Preferred Stock as of a given date, the fraction, expressed as a percentage, determined by dividing Stockholders arising under this Section 6 shall not apply to: (i) a number the issuance by the Company of shares Offered Securities to employees, directors or consultants of Common Stock Beneficially Owned the Company pursuant to any Company stock option or other equity incentive plan, in connection with an employment or consulting agreement or arrangement with the Company, or in exchange for other securities of the Company (including, without limitation, options granted under option plans) held by any such holder and (without duplication) its Permitted Transferees (other than any other holder of shares of Series A Preferred Stock) plus the number of shares of Common Stock into which the shares of Series A Preferred Stock then Beneficially Owned by such holder are convertible as of such dateemployees, by directors or consultants; or (ii) Offered Securities issued in connection with the number of shares of Common Stock acquisition of the Corporation business of another entity, whether by the purchase of equity securities, assets or otherwise; or (iii) Offered Securities issued and outstanding as a stock dividend to Stockholders or upon any subdivision or combination of Company Securities; or (iii) Offered Securities issued pursuant to or as contemplated by that certain Stock Purchase Agreement, dated as of such datethe August 23, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) 2002 by and between USI and the Company; or (iv) Offered Securities sold by the Company in an underwritten public offering pursuant to an effective registration statement under the Securities Act; or (v) capital stock or securities exercisable for or convertible into such capital stock issued in connection with any equipment leases or borrowings, direct or indirect, from third-party financial or other institutions regularly engaged in such businesses; or (vi) any warrants issued without consideration or for nominal consideration in connection with any third-party debt financings; or (vii) any performance-based equity issued to third-parties in connection with strategic relationships. (f) The failure of any Stockholder to exercise its rights under this Section 6 shall not be deemed to be a waiver of its rights hereunder in full connection with any subsequent issuance, sale or exchange, or agreement to issue, sell or exchange, or reservation or setting aside for issuance, sale or exchange, of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs. As used herein, the term “Double Proportionate Share” means, as to each holder of Series A Preferred Stock as of a given date, such holder’s Proportionate Share as of such date multiplied by two (2)Offered Securities.