Common use of Preemptive Right Clause in Contracts

Preemptive Right. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed sale.

Preemptive Right. The Company shall not issuegive each Shareholder thirty (30) days’ prior written notice of the proposed issuance or sale by the Company of any Common Stock, sell or exchange, agree or obligate itself to issue, sell or exchangePreferred Stock, or reserve any Stock Equivalent (each, a “New Issuance”) other than Common Stock, Preferred Stock or set aside for issuance, sale Stock Equivalents issued or exchange, any sold by the Company (i) shares to the Company’s employees, consultants or directors pursuant to arrangements approved by the Board of Common StockDirectors, (ii) any in connection with acquisitions of other equity security of the Company, including without limitation, Preferred Stockcompanies or businesses, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into as a stock split or exchangeable for any equity security of the Companystock dividend, (iv) pursuant to the exercise, conversion or exchange of any security of then outstanding Stock Equivalent, (v) pursuant to a public offering registered under the Company that is a combination of debt and equitySecurities Act, or (vvi) any optionin connection with a Change of Control Transaction. Such notice shall specify the number and class of securities to be issued, warrant or other right to subscribe forthe rights, purchase or otherwise acquire any such equity security or any debt security of terms and privileges thereof, the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of price at which such securities (shall be issued and the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree portion such Shareholder shall have the right (but not an obligation) be entitled to purchase (x) up pursuant to this Section. Each Shareholder shall be entitled to purchase that portion of a New Issuance equal to a fraction, the Offered Securities as the number numerator of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to which shall be the total number of Shares owned by such Shareholder, giving effect, without duplication, to all Stock Equivalents owned by such Shareholder, whether or not then convertible, exercisable or exchangeable, but only to the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”)extent then vested, and the denominator of which shall be the total number of Shares then outstanding, giving effect, without duplication, to all Stock Equivalents outstanding, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested (y) including such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”Shareholder’s Shares), at a the most favorable price and on such other the most favorable terms as are offered to any other Persons, by giving written notice of such election to the Company within fifteen (15) days after notice of such New Issuance has been given to such Shareholder; provided, however, that no Shareholder shall have been specified by the Company in writing delivered any right to purchase securities pursuant to this Section if, prior to a sale of securities to such Offeree (Shareholder pursuant to this Section, such securities would be required to be registered under the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereofSecurities Act. The Offer failure of a Shareholder to give any written notice specified in this Section within the time period specified herein shall disclose the identity of the proposed transferee, the Offered Securities proposed be deemed to be sold, and the terms and conditions (including price) a waiver of the proposed salesuch Shareholder’s rights under this Section.

Preemptive Right. (i) If the Company proposes to issue any additional Ordinary Shares or Equity Securities or Equity Equivalents that are convertible or exercisable into Ordinary Shares to the MDCP Co-Investors or any of their respective Affiliates (the "New Shares") after the date hereof, each Investor shall have the right to purchase all or part of a portion of the New Shares equal to the product of (a) the total number of New Shares proposed to be issued, multiplied by (b) a fraction, (I) the numerator of which is the number of Class D Convertible Shares (if any) and Ordinary Shares held by such shareholder as of the date hereof and (II) the denominator of which is the total number of Class D Convertible Shares and Ordinary Shares which are held by all shareholders immediately prior to the proposed issuance. (ii) The Company shall give each Investor written notice of any proposed issuance of New Shares (the "Option Issuance Notice") describing the price and terms upon which the Company proposes to issue and sell such New Shares. During the 20-day period following the date of delivery of the Option Issuance Notice (the "Election Period") each Investor may exercise his, her or its right to purchase New Shares in accordance with this paragraph 3C, for the price and upon the terms and conditions specified in the Option Issuance Notice by giving written notice to the Company and stating therein the quantity of New Shares to be purchased. (iii) In the event that any Investor fails to exercise its right to subscribe for any New Shares which it is entitled to subscribe for under this paragraph 3C, the Company shall have 90 days following the Election Period to issue or enter into an agreement to issue the New Shares not issueelected to be subscribed for by the other Investors at the price and upon terms not substantially more favorable to the prospective subscribers for such New Shares than those specified in the Option Issuance Notice. In the event the Company has not issued the New Shares or entered into an agreement to issue the New Shares within the said 90-day period, sell or exchangethe Company shall not thereafter issue otherwise transfer such New Shares without first offering such New Shares to the Investors in the manner provided in this paragraph 3C. (iv) If an Investor elects to subscribe for any New Shares pursuant to this paragraph 3C the closing of such subscription shall occur at such time and at such location selected by the Company. (v) Notwithstanding anything else to the contrary set forth herein, agree or obligate itself the provisions of this paragraph 3C shall not apply to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (iiA) any other equity security Excluded Issuances or (B) as long as such issuance is made on the basis of Ordinary Share or Convertible Share of Jefferson Smurfit Group Limited for one Ordinary Share or Convertible Share, as the case may be, of the Company, including without limitation, Preferred Stock, (iii) any debt security of issuance in connection with the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed saleExchange.

Preemptive Right. The Company shall not issue(a) Subject to the terms and conditions of this Section 4 and applicable securities laws, sell for so long as the Stockholders hold, in the aggregate, at least twenty-five percent (25%) of the Equity Consideration Shares acquired pursuant to the terms of the Purchase Agreement (as adjusted for any reverse split, combination, recapitalization, reclassification, merger, consolidation or exchange, agree or obligate itself similar event with respect to issue, sell or exchangethe Common Stock, or reserve any rights offering to existing holders of the capital stock of the Corporation), if the Corporation proposes to offer or set aside for issuancesell any New Securities, sale the Corporation shall first offer such New Securities to each Stockholder. A Stockholder shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among itself and its Affiliates; provided that, each such Affiliate agrees to enter into a joinder to this Agreement as a “Stockholder” hereunder. (b) With respect to any such offering or exchange, any sale: (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company The Corporation shall have first offered to sell a portion of such securities give written notice (the “Offered SecuritiesOffer Notice”) to each Investor who holds at least 5% Stockholder, stating (1) its bona fide intention to offer such New Securities, (2) the number of such New Securities to be offered and the percentage of the then Corporation’s outstanding shares equity securities such issuance would represent, and (3) the price and terms, if any, upon which it proposes to offer such New Securities, in the case of Preferred Stock clauses (each an “Offeree” 2) and collectively(3), to the extent known to the Corporation at the time such Offer Notice is given; provided, that, if the information in clauses (2) or (3) is not known to the Corporation at such time, the “Offerees”Offer Notice will include such information as is then available to the Corporation and the Corporation will provide the information required by clauses (2) as follows: each Offeree shall have the right and (but not an obligation3) to the Stockholders as soon as reasonably possible thereafter and, in any case, no later than the time at which such information is provided to any other investor or proposed investor in such offering (as defined below.) (ii) By notification to the Corporation within five (5) Business Days after the Offer Notice is received (or such shorter period as the managing underwriter may designate in the case of an underwritten public offering) (the “Exercise Period”), each Stockholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice (x) or, in the case of a public offering of securities, at the price and on the terms offered to the public), up to that portion of such New Securities which equals the Offered proportion that (x) the Common Stock then held by such Stockholder (including any and all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by such Stockholder (including the New Warrants)) bears to (y) the total Common Stock of the Corporation then outstanding (assuming full conversion and/or exercise, as applicable, of all Derivative Securities then outstanding (including the New Warrants)). (iii) The closing of any sale pursuant to Section 4(b)(ii) shall occur within the later of ninety (90) days after the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4(b)(iv); provided, however, that the closing of any purchase of New Securities by any Stockholder may be extended beyond the closing of the transaction in the Offer Notice to the extent necessary to (1) obtain required government approvals and other required third party approvals or consents (and the Corporation and the Stockholders shall use their respective commercially reasonable efforts to obtain such approvals) and (2) permit the Stockholders purchasing New Securities to complete their internal capital call process following the Exercise Period; provided, that the extension pursuant to this clause (2) shall not exceed thirty (30) days. (iv) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4(b)(ii), the Corporation may, during the ninety (90) day period following the expiration of the periods provided in Section 4(b)(ii) and Section 4(b)(iii) offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice (or, with respect to any public offering, at the price and on the terms offered to the public). If the Corporation does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days after the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Stockholders in accordance with this Section 4. (v) In the event the Stockholders elect to participate in any offering of pursuant to this Section 4 during the Standstill Period and all or any portion of the New Securities to be offered and sold by the Corporation are Common Stock, each Stockholder will receive its Warrant Percentage of such shares in the form of warrants substantially in the form of the New Warrants (any such warrants, “Pre-Emptive Rights Warrants”). For purposes of this Agreement, the term “Warrant Percentage” shall mean, as of the time of determination, a number (1) the numerator of which is the number of shares of capital stock Common Stock issuable upon the exercise of any New Warrants or Pre-Emptive Rights Warrants then held by such Offeree the Stockholder (assuming for such purposes exercisecollectively, conversion the “Total Warrant Shares”) and exchange (2) the denominator of all outstanding options, warrants or convertible securities which is the number of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified Stock then held by the Company in writing delivered to such Offeree (Stockholder plus the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed saleTotal Warrant Shares.

Preemptive Right. The Company shall not issue(a) Following the Closing Date, sell for so long as any Investor holds shares of Common Stock constituting 5% or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) more of the outstanding shares of Common Stock, if the Company proposes to issue Additional Securities (other than upon the exercise or conversion of options, warrants or other rights to purchase Common Stock), it shall give such Investor a written notice thereof of its intention to do so (the “Rights Notice”), describing the Additional Securities, the price and the general terms upon which the Company proposes to issue them. Each Investor shall have fourteen (14) calendar days from delivery of the Rights Notice to agree to purchase all or any part of its pro-rata portion of such Additional Securities, which pro-rata portion is equal to the ratio of (i) the number of outstanding shares of Common Stock which such Investor holds immediately prior to the issuance of such Additional Securities to (ii) any other equity security the total number of outstanding shares of Common Stock prior to issuance of the CompanyAdditional Securities, including without limitationfor the price and upon the general terms specified in the Rights Notice, Preferred Stock, (iii) any debt security of by giving written notice to the Company setting forth the quantity of Additional Securities which such Investor wishes to purchase. (other than debt with no equity featureb) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of If the Company, (iv) any security of Investors fail to exercise in full their preemptive right within the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company period specified in (i)-(iv) aboveSection 5.3(a), unless in each case then the Company shall have first offered sixty (60) Days after delivery of the Rights Notice to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered unsold Additional Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other upon general terms as shall have been no more favorable to the purchasers thereof than specified by in the Rights Notice. If the Company in writing delivered to such Offeree has not sold the Additional Securities within said sixty (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (3060) days from receipt thereof. The Offer shall disclose the identity of the proposed transfereeDay period, the Offered Company shall not thereafter issue or sell any Additional Securities proposed without first offering such securities to be sold, the Investors in the manner provided above. (c) The preemptive right granted to the Investors hereunder is personal and the terms and conditions (including price) of the proposed saleis not transferable to any other Person.

Preemptive Right. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside Except for issuance, sale or exchange, any (i) shares the issuance of Common StockCompany Securities by the Company upon conversion or exercise of any Company Securities that have been issued in compliance with this Section 7.9 and the other provisions of this Agreement (including, without limitation, Section 4.8 hereof) and (ii) any other equity security the issuance of Units pursuant to Section 7.2(c), Section 7.11 or Section 7.12, if the Board (a) determines that additional capital is required by the Company to (A) facilitate the business needs of the Company, including without limitation, Preferred Stockto pay operating deficits or Cost Budget Overruns (but only if such capital has not been contributed by the Members (or any of them) pursuant to Section 7.2(c)), (iiiB) any debt security to fund the expansion of the Company Gaming Complexes (other than debt with no equity featureor either of them) including without limitation, any debt security which or (C) to pursue a New York Harness Racing/VLT Opportunity that has been approved by its terms is convertible into or exchangeable for any equity security unanimous vote of the CompanyBoard in accordance with the terms of Section 4.4(d) and consented to by Oneida pursuant to Section 4.8, and (ivb) authorizes the issuance and sale of any security of the Company that is a combination of debt and equitySecurities to raise such additional capital, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered offer to sell to each Member a pro rata portion of such securities Company Securities (based on the respective Percentages of each Member). Any such offer shall be provided by the Company to the Members in a Notice (the “Equity Financing Offer Notice”) which shall state the Company Securities to be offered (the “Offered Company Securities”), each Member’s pro rata share thereof and the price per Offered Company Security. Each Member shall have thirty (30) days after its receipt of the Equity Financing Offer Notice (such period being the “Equity Financing Election Period”) to each Investor who holds at least 5% elect to purchase such Member’s pro rata share of the then outstanding shares of Preferred Stock Offered Company Securities by delivering a Notice to the Company (each an “Offeree” Equity Financing Election Notice”). In the event that any Member does not elect to purchase its full allocable share of any Offered Company Securities (such Offered Company Securities not so elected to be purchased being “Available Securities”), then such Available Securities may be purchased by those Members (the “Fully Subscribed Members”) that have elected to purchase their full allocable share, with any such purchase to be made by such Fully Subscribed Members pro rata (based on such Fully Subscribed Member’s Percentage to the aggregate Percentage of all Fully Subscribed Members electing to purchase Available Securities). A Fully Subscribed Member may elect to purchase all or any portion of its pro rata share of Available Securities by delivering a Notice to the Company within ten (10) days (the “Initial Equity Financing Extension Period”) after the expiration of the Equity Financing Election Period. If any portion of the Available Securities remains unallocated after the expiration of the Initial Equity Financing Extension Period, such remaining portion shall be allocated among the Fully Subscribed Members that elect to purchase such remaining portion based on the proportionate Percentages of such Fully Subscribed Members until either such remaining portion is fully subscribed for or none of the Fully Subscribed Members elect to purchase Available Securities (which allocation described in this sentence shall in any event be concluded within five (5) days (the “Additional Equity Financing Extension Period”) following the expiration of the Initial Equity Financing Extension Period). The closing of any purchase by an Electing Member or Electing Members of Offered Company Securities pursuant to this Section 7.9 shall be held at the principal office of the Company or at such other location as the Electing Member(s) and collectivelythe Company shall agree, within twenty (20) days following the later of the expiration of the Equity Financing Election Period, the “Offerees”) as follows: each Offeree shall have Initial Equity Financing Extension Period and the right (but not an obligation) to purchase Additional Equity Financing Extension Period. At any such closing, (x) up the Company shall issue and sell to that portion of each Electing Member the Offered Company Securities as the number of shares of capital stock then held purchased by such Offeree (assuming for such purposes exercise, conversion Electing Member free and exchange clear of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears liens and encumbrances (other than liens and encumbrances created pursuant to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”this Agreement), accompanied by all other documents necessary for the effective issuance thereof, as reasonably determined by such Electing Member and (y) each Electing Member shall pay the purchase price for the Offered Company Securities purchased by such additional portion Electing Member as determined in accordance with the Equity Financing Offer Notice. If at the expiration of the Offered Equity Financing Election Period there are Available Securities as such Offeree shall indicate it will and no Fully Subscribed Members or if at the expiration of the Initial Equity Financing Period or the Additional Equity Financing Period there are Available Securities and no Fully Subscribed Members that desire to purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”)additional Available Securities, at a price and on such other terms as shall have been specified by then the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable be permitted for a period of thirty (30) days from receipt thereof. The Offer shall disclose following the identity expiration of the proposed transfereeEquity Financing Election Period, the Offered Initial Equity Financing Extension Period or the Additional Equity Financing Extension Period to sell such Available Securities proposed to be sold, and a third party on terms no more favorable to the third party than those terms set forth in the Equity Financing Offer Notice. If the sale of the remaining Available Securities by the Company pursuant to the immediately preceding sentence is not consummated in such 30-day period or if the terms and conditions (including price) of the sale change so that the terms thereof are more favorable to the third party purchaser than those terms contained in the Equity Financing Offer Notice delivered to the Members, then in any such case such proposed salesale by the Company of Available Securities shall again be subject to the terms of this Section 7.9. Anything in this Section 7.9 to the contrary notwithstanding, the foregoing preemptive rights shall not be applicable to any Debt Financings, which Debt Financings shall be governed solely by the provisions set forth in Section 5.3 of this Agreement.

Preemptive Right. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) If at any other equity security time after the date hereof and prior to the first anniversary of the CompanyOperational Date, including without limitation, Preferred Stock, (iii) any debt security of the Company proposes to issue Common Stock of any kind (other than debt with no equity feature) including without limitationany warrants, any debt security which by its terms is options or securities or units comprising securities convertible into or exchangeable for any equity security Common Stock or rights to acquire the same) of the Company, other than (ivi) any security pursuant to an underwritten public offering, (ii) pursuant to an employee or non-management director stock option plan, stock bonus plan, stock purchase plan or other management equity program or plan or (iii) securities issuable upon exercise of previously issued warrants, options or other rights to acquire Common Stock or upon conversion of previously issued securities convertible into Common Stock, then the Company shall: (1) give written notice setting forth in reasonable detail (a) the terms and provisions of the Company that is a combination of debt securities proposed to be issued (the "Proposed Securities"); (b) the price and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security terms of the Company specified proposed sale of such securities; (c) the amount of such securities proposed to be issued; and (d) such other information as the Purchaser may reasonably request in order to evaluate the proposed issuance; and (i)-(iv2) above, unless in each case offer to issue to the Company shall have first offered to sell Purchaser a portion of such securities (the “Offered Securities”) Proposed Securities equal to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase a percentage determined by dividing (x) up to that portion of the Offered Securities as the number of shares of capital stock then Common Stock held by such Offeree the Purchaser, by (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stocky) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common StockStock then outstanding. The Purchaser must exercise its purchase rights hereunder within ten (10) Business Days after receipt of such notice from the Company. (ii) Upon the “Basic Amount”), and (y) such additional portion expiration of the Offered offering period described above, or if the Purchaser shall default in paying for or purchasing the Proposed Securities as on the terms offered by the Company, the Company will be free to sell such Offeree shall indicate it will purchase should Proposed Securities that the other Offerees subscribe for less Purchaser has not elected to purchaser during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than their respective Basic Amounts (those offered to the “Undersubscription Amount”), at a price and on such other terms as shall have been specified Purchaser. Any Proposed Securities offered or sold by the Company after such 90 day period must be reoffered to the Purchaser pursuant to this Section 5.3. (iii) The election by the Purchaser not to exercise its preemptive rights under this Section 5.3 in writing delivered any one instance shall not affect its right (other than in respect of a reduction in its percentage holders) as to any subsequent proposed issuance. Any sale of such Offeree (securities by the “Offer”), which Offer by its terms Company without first giving the Purchaser the rights described in this Section 5.3 shall remain open be void and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, no force and the terms and conditions (including price) of the proposed saleeffect.

Preemptive Right. So long as the Series D Investors are entitled to designate the Series D Directors for election pursuant to Section 1.1, and subject to the terms and conditions specified in this Article III and applicable securities laws, the Company hereby grants to each Major Series D Investor a preemptive right with respect to future sales by the Company of its Capital Stock or securities convertible into or exercisable for any Capital Stock (collectively, “Company Securities”). Each Series D Investor shall have the right to assign the preemptive rights hereby granted to it, in whole or in part, to its Affiliates. Each time the Company proposes to issue or sell any Company Securities (a “Company Offering”), the Company shall permit each Major Series D Investor to exercise its preemptive rights in accordance with the following provisions: (a) The Company shall not issue, sell or exchange, agree or obligate itself deliver written notice (the “Sale Notice”) to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any each Major Series D Investor stating (i) shares the class, series and number of Common StockCompany Securities proposed to be sold by the Company, (ii) any other equity security the proposed price and terms upon which it is selling such Company Securities and (iii) the Company’s determination of the number of shares of Company Securities which may be purchased by such Major Series D Investor if it chooses to exercise its rights under this Section 3.1. (b) Within fifteen (15) days after receipt of the Sale Notice, each Major Series D Investor may, by giving notice thereof to the Company (a “Preemptive Notice”), elect to purchase, at the price paid by the purchaser in the Company Offering and on the terms of the Company Offering, up to such Major Series D Investor’s Proportional Number (as defined below) of shares of the Company Securities being issued or sold in such Company Offering. As used herein, the term “Proportional Number” means (i) the total number of shares of Company Securities being issued or sold by the Company in the Company Offering multiplied by (ii) a fraction, the numerator of which shall be the number of Shares of Capital Stock held by such Major Series D Investor and the denominator of which shall be the total number of Shares of Capital Stock held by all the Stockholders immediately prior to such Company Offering. (c) The closing of the purchases of any shares of Company Securities with respect to which any Major Series D Investor has given a Preemptive Notice shall be held electronically on the 30th day after the giving by the Company of the Sale Notice contemplated by Section 3.1(a), or at such other time and place as the parties to the transaction may agree. At such closing, the Company shall deliver certificates representing the Company Securities to be sold to each Major Series D Investor that has given a Preemptive Notice. Each such Major Series D Investor shall deliver at the closing payment of the purchase price in full in immediately available funds for the Company Securities purchased by it pursuant to this Section 3.1. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate to effectuate the transaction. (d) Notwithstanding anything to the contrary contained herein, the preemptive rights contained in this Article III shall not be applicable to (i) the issuance by the Company of options to the Company’s employees, including without limitationdirectors or unaffiliated consultants (or to the exercise of such options) pursuant to option plans adopted by the Board, (ii) the issuance of Common Stock pursuant to the conversion or exercise of existing Preferred Stock, (iii) any debt security of Exempted Securities (as defined in the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the CompanyRestated Certificate), (iv) any security the issuance of the Company that is securities pursuant to a combination of debt Qualified IPO and equity, or (v) the issuance of any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”)connection with any merger, which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity consolidation, share exchange or any other Deemed Liquidation Event consummated in accordance with Section 3.3.1 of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) Certificate of the proposed saleDesignation.

Preemptive Right. 5.1. The Company Shares are transferable only in accordance with the provisions of this Agreement. A transfer of Shares by Exmar in accordance with this Agreement shall necessarily involve a transfer to the same transferee of all Shares held by Exmar and all Shareholders Loans made by Exmar. A transfer of Shares by DSME 2237 in accordance with this Agreement shall necessarily involve a transfer to the same transferee of all Shares held by DSME 2237 and the GKFF Loan and all Shareholders Loans made by DSME 2237 (for the purpose of Articles 5, 8.3, 8.4, 9.2, 10 and 14 hereof the GKFF Loan shall be deemed to be a Shareholders Loan of DSME 2237). In the event a Shareholder (the “Transferor”) intends to transfer its Shares (the “Offered Shares”) to another person (the “Candidate Transferee”), it shall first give written notice of such intention (the “Transfer Notice”) to the Board and the other Shareholder in order to enable the other Shareholder to exercise its pre-emptive right on such Offered Shares in accordance with the procedure set forth in this Article 5 (the “Pre-emptive Right”). 5.2. The Transfer Notice shall specify: (a) the number of Offered Shares the Transferor wishes to transfer, being all Shares held by the Transferor; (b) the identification details of the Candidate Transferee (which Candidate Transferee must be ready, willing, able, and legally obligated to acquire the Offered Shares at the price and on the terms and conditions set forth in the Transfer Notice), such as, for natural persons, the name, address of domicile, nationality and profession, and for legal entities, the legal form, address of registered office or business seat, jurisdiction of incorporation or organisation, as well as the ultimate owner or parent of such entity; (c) the bona fide price (stated in US dollars) the Candidate Transferee wishes to pay for the Offered Shares and the Shareholders Loans (the “Purchase Price”); and (d) the other terms and conditions upon which the Offered Shares and the Shareholders Loans would be transferred. The Pre-emptive Right must be exercised with respect to all of the Offered Shares and the Shareholders Loans and cannot be exercised with respect to only a portion of the Offered Shares and the Shareholders Loans. The other Shareholder which wishes to acquire all of the Offered Shares and the Shareholders Loans (the “Purchasing Shareholder”) shall, within 30 calendar days of the date of the Transfer Notice, so notify the Board. 5.3. Contrary to Article 1583 of the Belgian Civil Code, legal title to the Offered Shares shall only be transferred upon payment of the Purchase Price by the Purchasing Shareholder. The Purchase Price shall be paid and legal title to the Offered Shares shall be transferred within ***** days following the date of the notice by the Purchasing Shareholder that it wishes to purchase the Offered Shares at the Purchase Price. 5.4. In the event that the Pre-emptive Right has not been exercised on all of the Offered Shares and the Shareholders Loans within the above mentioned period of ***** days of the date of the Transfer Notice, the Board shall inform the Transferor thereof within ***** days following the expiry date of the above mentioned ***** days period (the “Board Notice”). The Transferor shall then be entitled to effect the proposed transfer in accordance with the Transfer Notice. In case the Transferor has not effected such transfer within a period of ***** days as from the date of the Board Notice, the procedures as set out in this Article 5 must again be followed for the transfer of the Offered Shares and the Shareholders Loans. 5.5. The Pre-emptive Right of the Shareholders as laid down in Articles 5.1 through 5.4 above shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any apply to: (i) shares any transfer of Common StockShares to an affiliate (including a partnership, trust or fund) belonging to the group of the Transferor, provided that at the same time its rights and obligations under this Agreement are assigned to such transferee and provided that such transferee covenants in favor of the other Parties to this Agreement to be bound by the terms and conditions of this Agreement including this Article in such manner and to such extent as such other Parties may require, and to sell its Shares back to a member of the group of the Transferor if the transferee ceases to be a member of that group, and such transferee shall, as from the date of such transfer, be treated as a Shareholder for all the purposes of this Agreement; and (ii) any other equity security transfer of Shares in connection with the enforcement of a right of pledge on the Shares, provided that at the same time the rights and obligations of the Company, including without limitation, Preferred Stock, (iii) any debt security Transferor are assigned to the transferee and provided that such transferee covenants in favor of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right Parties to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed this Agreement to be sold, and bound by the terms and conditions (of this Agreement including price) this Article in such manner and to such extent as such other Parties may require and such transferee shall, as from the date of such transfer, be treated as a Shareholder for all the purposes of this Agreement. 5.6. Any transfer of Shares by the Shareholders will only be permitted provided that the Transferor at the same time assigns its rights and obligations under this Agreement to such transferee and provided that such transferee covenants in favor of the proposed saleother Parties to be bound by the terms and conditions of this Agreement. If, notwithstanding the foregoing, a transferee becomes registered as a shareholder of the Company without agreeing to be bound by the terms and conditions of this Agreement, the Shareholder which transferred the Shares so registered shall, until such an agreement is executed, be deemed to be the holder of such Shares for all the purposes of this Agreement. 5.7. Any transfer of Shares in violation of the provisions of this Article 5 shall be null and void and shall be without any effect vis-à-vis the Company.

Preemptive Right. The Section 6.1 For so long as the Investor (together with any Affiliates and Permitted Transferees) beneficially owns a number of Class A Shares that, in aggregate, is equal to at least fifty percent (50%) of the Investor Shares (as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like), at any time the Company shall not issueproposes to issue any Securities or transfer any Securities that have been repurchased from the open market and held under the Company’s brokerage account or otherwise held under the Company’s name, sell or exchangeincluding any Ordinary Shares (the “New Securities”), agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any other than: (i) shares of Common Stock, the New Issuance Exceptions and (ii) the issuance of Ordinary Shares on a pro rata basis in connection with the payment of any other equity security of the Companyshare dividends, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion notify the Investor in writing of such securities proposal (an “Issue Notice”). The Issue Notice shall specify the “Offered Securities”) number and type of New Securities to each Investor who holds at least 5% be offered by the Company and all material terms and conditions of the then outstanding shares proposed offer (including the proposed price or range of Preferred Stock (each an “Offeree” and collectively, the “Offerees”prices) as follows: each Offeree per New Security. Section 6.2 The Investor shall have the right (but not an obligation) to purchase, or to purchase (x) through an Affiliate, up to that a number of New Securities so as to enable the Investor to beneficially hold, after the issue of the New Securities which are the subject to the Issue Notice, a pro rata portion of the Offered New Securities as equal to the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities percentage of the Company exercisable, convertible and/or exchangeable into shares of Common Stockissued and outstanding Ordinary Shares then beneficially owned by the Investor (together with its Affiliates and Permitted Transferees) bears prior to the total number issuance of the outstanding shares of capital stock New Securities upon the same terms and conditions set forth in the Issue Notice, by giving written notice to the Company of the Company exercise of this right within ten (assuming for such purposes exercise, conversion and exchange 10) Trading Days of all outstanding options, warrants or convertible securities Investor’s receipt of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) Issue Notice (the “Basic AmountElection Notice”). If such notice is not given by the Investor within such ten (10) Trading Days thereof, and the Investor shall be deemed to have elected not to exercise its preemptive rights under this Article VI with respect to the issuance described in that specific Issue Notice. Section 6.3 If the Investor (yor its Affiliate) such additional portion exercises its preemptive rights under this Article VI, the closing of the Offered purchase of the New Securities as with respect to which such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts right has been exercised (the “Undersubscription AmountPreemptive Rights Closing Date”) shall take place at the time of the closing of the issuance or transfer of the New Securities, which may not be earlier than five (5) Trading Days after the giving of the Election Notice, provided that the Preemptive Rights Closing Date may be extended for a maximum of sixty (60) Trading Days to the extent required to comply with applicable Laws (including receipt of any required regulatory approvals). The Company and the Investor (or its Affiliate exercising preemptive rights under this Article VI) will use commercially reasonable efforts to secure any required regulatory or shareholder approvals or other consents, and to comply with any applicable Law necessary in connection with the offer, sale and purchase of, such New Securities. Section 6.4 In the event that the Investor fails to exercise its preemptive rights under this Article VI within such ten (10) Trading Day period, or in the event that the Investor fails to consummate the purchase of such New Securities within the specified period of time pursuant to Section 6.3 (other than as a result of breach or fault of the Company), the Company shall thereafter be entitled to issue and sell within sixty (60) Trading Days the New Securities not elected to be purchased by the Investor (or its Affiliate) pursuant its preemptive rights to this Article VI, at a price no less than that specified in the Issue Notice, and on otherwise upon terms and conditions no more favorable to any purchaser of such New Securities than were specified in the Issue Notice. In the event the Company has not issued and sold such New Securities within such sixty (60) Trading Day period, the Company shall not thereafter offer, issue or sell such New Securities without first offering such New Securities to the Investor in the manner provided in this Article VI. Section 6.5 In the case of the offering of New Securities for a consideration in whole or in part other terms than cash, including securities acquired in exchange therefor, the consideration other than cash shall be deemed to be the fair value thereof as shall have been specified 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 New Securities being offered as of the date the Board authorizes the offering of such New Securities. Section 6.6 The rights and obligations of the Investor under this Article VI may be assigned by the Investor to any transferee or assignee of any of the Investor Shares; provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Securities with respect to which such preemptive rights are being assigned, (b) such transferee or assignee agrees in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, bound by and subject to the terms and conditions of this Article VI and (including pricec) immediately after such transfer, such transferee or assignee beneficially owns a number of Class A Shares equal to at least fifty percent (50%) of the proposed saleInvestor Shares (as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like).

Preemptive Right. The (a) Prior to the Company or any of its Subsidiaries entering into discussions or negotiations with any third party regarding any potential issuance by the Company or any of its Subsidiaries of any debt security or any indebtedness described in clause (2) of this Section 2.7(a) (any such potential issuance, a “Potential Debt Issuance”), the Company shall inform ACOF for so long as it remains a Major Stockholder of its intention to enter into such negotiations, and ACOF shall then inform the Company if it does not issuedesire to have the provisions of this Section 2.7 apply with respect to such Potential Debt Issuance. Notwithstanding anything in this Agreement to the contrary, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares if ACOF informs the Company that it does not wish to have the provisions of Common Stockthis Section 2.7 apply to ACOF with respect to such Potential Debt Issuance, then this Section 2.7 shall not apply to ACOF with respect to such Potential Debt Issuance and (ii) if ACOF is silent or affirms its desire to have the provisions of this Section 2.7 apply with respect to such Potential Debt Issuance, it shall be under no obligation to purchase any other equity security of the CompanyPreemptive Securities unless and until it has exercised its preemptive rights pursuant to Section 2.7(b) below. Subject to the preceding two sentences, prior to any issuance by the Company or any of its Subsidiaries of (1) any securities (including any shares of Capital Stock or debt securities) or (2) any indebtedness in respect of borrowed money, including without limitationindebtedness evidenced by bonds, Preferred Stocknotes or similar instruments or by letters of credit or bankers acceptances (but, for the avoidance of doubt, not including trade payables) or any guarantees (iii) any debt security of the Company (in each case, other than debt with no equity feature) including without limitationExempt Issuances), any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered give written notice (a “Preemptive Notice”) thereof to sell ACOF for so long as it is a portion Major Stockholder. The Preemptive Notice shall: (i) specify the security, securities or other evidence of such securities indebtedness described in Section 2.7(a)(2) above to be issued (the “Offered Preemptive Securities”) to each Investor who holds at least 5% the proposed purchasers, the date of issuance of Preemptive Securities (which date shall not be less than 15 days after the date of delivery of the then outstanding shares of Preferred Stock (each an “Offeree” and collectivelyPreemptive Notice), the “Offerees”consideration that the Company will receive therefor and all other material terms and conditions of such issuance; and (ii) contain an offer to sell to ACOF at the same price and for the same consideration to be paid by the proposed purchaser, the Preemptive Securities as follows: each Offeree provided in Section 2.7(b) and Section 2.7(c). (b) Subject to Section 2.7(c), for a period of ten Business Days following the delivery of such Preemptive Notice, ACOF shall be entitled, by written notice to the Company, to elect to purchase up to ACOF’s Preemptive Pro Rata Portion of the Preemptive Securities. In the event that any such offer is accepted by ACOF, the Company shall (or shall cause such Subsidiary to) sell to ACOF, and ACOF shall purchase for the consideration and on the terms set forth in the Preemptive Notice the Preemptive Securities that ACOF has elected to purchase on the same day it issues (or would have issued) the Preemptive Securities (which day may be extended to satisfy any Conditions). (c) Notwithstanding Section 2.7(b), during the Standstill Period, with respect to any proposed issuance of Preemptive Securities described in Section 2.7(a) that has been approved by the Board (with such approval including the approval of the Selected Class A Director)): (i) For a period of ten Business Days following the delivery of the Preemptive Notice, ACOF shall have the right (but not an obligation) sole right, by written notice to the Company, to elect to purchase all or a portion (xfor the avoidance of doubt, without regard to its Preemptive Pro Rata Portion) up to that portion of the Offered Preemptive Securities as specified in the number Preemptive Notice on the terms set forth therein; (ii) In the event that ACOF makes such election, the Company shall (or shall cause such Subsidiary to) sell to ACOF, and ACOF shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice, the Preemptive Securities that ACOF has elected to purchase on the same day the Company (or such Subsidiary) issues (or would have issued) the Preemptive Securities (which day may be extended to satisfy any Conditions); and (iii) ESL shall not purchase any Preemptive Securities. (d) The Stockholders shall in respect of shares any issuance of capital stock then held by securities required to be issued pursuant to this Section 2.7 effect such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible increases in the authorized securities of the Company exercisableas may be necessary to permit such issuance. The Company shall comply with any applicable securities laws before issuing (or permitting any Subsidiary to issue) any securities pursuant to this Section 2.7. (e) If ACOF does not exercise its preemptive rights pursuant to this Section 2.7, convertible and/or exchangeable into shares then the Company shall be permitted to proceed with the proposed issuance of Common Stock) bears securities or other evidence of indebtedness specified in the Preemptive Notice to the total number extent not purchased by ACOF. The Company shall have 30 days after the expiration of the outstanding shares of capital stock of deadline to respond to the Company (assuming for Preemptive Notice to consummate such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”)proposed issuance, at a price not less than the price specified in the Preemptive Notice and on such other terms as shall have been specified by not less favorable to the Company than those terms set forth in writing delivered the Preemptive Notice, before the provisions of this Section 2.7 shall again be in effect with respect to any such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed saleissuance.

Preemptive Right. The If the Company shall not issue, sell or exchange, agree or obligate itself proposes to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any issue (i) shares of Common Stock, (iia “Proposed Issuance”) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security capital stock of the Company (other than debt with no equity feature) including without limitationor any securities convertible into, any debt security which by its terms is convertible into or exercisable or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in capital stock (i)-(iv) abovecollectively, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% any time when the holders of all the then outstanding shares of Preferred Class B Common Stock (each an “Offeree” and collectivelyassuming that all the outstanding shares of Class A Common Stock which are then exchangeable for Class B Common Stock have been so exchanged) are collectively entitled to cast a majority of the Total Voting Power, the Company shall give written notice of the Proposed Issuance to the holders of Class B Common Stock (the “OffereesOffer Notice”) as follows: each Offeree at least 30 days prior to such issuance. Such notice shall describe all the material terms and conditions of such Proposed Issuance. Each holder of Class B Common Stock shall have the right (but not to acquire at the same price and on the same terms and conditions, an obligation) to purchase (x) up to that portion additional amount of the Offered Securities so that the percentage of the outstanding Common Stock and Total Voting Power then owned by such holder shall not change as a result of such acquisition and Proposed Issuance; provided, however, that notwithstanding the foregoing (i) such holder may elect to acquire a lesser number of shares additional Offered Securities as it may determine in its sole discretion and (ii) if the Offered Securities are, or are convertible into or exercisable or exchangeable for, Class A Common Stock, then in lieu thereof such holder shall be entitled to purchase Class B Common Stock or Offered Securities convertible into or exercisable or exchangeable for Class B Common Stock, as applicable. If any holder of capital stock then held Class B Common Stock fails to accept such offer by written notice received by the Company within fifteen (15) days following the date on which such Offeree (assuming for such purposes exerciseholder received the Offer Notice, conversion the Proposed Issuance may be consummated free and exchange of all outstanding options, warrants or convertible securities clear of the Company exercisablepreemptive right granted to the holders of Class B Common Stock under this Section 4.5. Notwithstanding the foregoing, convertible and/or exchangeable into shares if the purchase price for any Proposed Issuance is to be paid in whole or in part other than in cash, then the holders of Class B Common Stock) bears Stock may pay the purchase price in cash in an amount per Offered Security equal to the fair market value of the aggregate non-cash consideration so payable, as reasonably determined in good faith by the Board, divided by the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and issued without giving effect to the terms and conditions (including price) of the proposed salepreemptive right granted by this Section 4.5.

Preemptive Right. The Company shall not issue, sell give each Stockholder 30 days' prior written notice of the proposed issuance or exchange, agree sale by the Company or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of its Subsidiaries of any Common Stock, (ii) any other equity security of the CompanyCommon Stock Equivalent, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital preferred stock of the Company (assuming or any other security exercisable for such purposes or convertible into any shares of any series of preferred stock), any equity or debt securities of any Subsidiary of the Company or any securities evidencing Indebtedness or other securities or equity or debt interest of the Company or any of its Subsidiaries (each, a "New Issuance") other than Common Stock or Common Stock Equivalents issued or sold by the Company or any of its Subsidiaries (i) to the Company's employees, independent contractors, strategic partners, consultants or directors pursuant to arrangements approved unanimously by the Board of Directors, (ii) in connection with acquisitions of other companies or businesses, (iii) as a stock split or stock dividend, (iv) pursuant to the exercise, conversion and or exchange of all any then outstanding optionsCommon Stock Equivalent, warrants (v) pursuant to a public offering registered under the Securities Act, or convertible securities (vi) in connection with a Sale of the Company exercisableCompany. Such notice shall specify the number and class of securities to be issued, convertible and/or exchangeable into shares the rights, terms and privileges thereof, the price at which such securities shall be issued and the portion such Stockholder shall be entitled to purchase pursuant to this Section 5.1. Each Stockholder shall be entitled to purchase that portion of a New Issuance equal to a fraction, the numerator of which shall be the total number of Shares owned by such Stockholder, giving effect, without duplication, to all Common Stock) (Stock Equivalents owned by such Stockholder, whether or not then convertible, exercisable or exchangeable, but only to the “Basic Amount”)extent then vested, and the denominator of which shall be the total number of Shares then outstanding, giving effect, without duplication, to all Common Stock Equivalents outstanding, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested (y) including such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”Stockholder's Shares), at a the most favorable price and on such other the most favorable terms as are offered to any other Persons, by giving written notice of such election to the Company within 15 days after notice of such New Issuance has been given to such Stockholder; PROVIDED, HOWEVER, that no Stockholder shall have been specified by the Company in writing delivered any right to purchase securities pursuant to this Section 5.1 if, prior to a sale of securities to such Offeree (Stockholder pursuant to this Section, such securities would be required to be registered under the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereofSecurities Act. The Offer failure of a Stockholder to give any written notice specified in this Section 5.1 within the time period specified herein shall disclose the identity of the proposed transferee, the Offered Securities proposed be deemed to be sold, and the terms and conditions (including price) a waiver of the proposed saleits rights under this Section 5.1.

Preemptive Right. (a) The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) any shares of its Common Stock, (ii) any other capital stock or other equity security securities of the Company, including without limitation, Preferred StockCompany or equity-linked securities, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such capital stock or other equity security securities of the Company, or (iv) any debt security or other securities directly or indirectly convertible into capital stock or other equity securities of the Company specified in (i)-(iv) abovecollectively, the “Offered Securities”), unless in each such case the Company shall have first offered complied with this Section 3.1. The Company shall deliver to sell the Purchaser a portion written notice of such securities any proposed or intended issuance, sale or exchange of Offered Securities (the “Issuance Offer”), which Issuance Offer shall (i) identify and describe the Offered Securities”, (ii) describe the price 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, (iii) identify the persons or entities (if known) to each Investor who holds at least 5% of which or with which the then outstanding shares of Preferred Stock Offered Securities are to be offered, issued, sold or exchanged and (each an “Offeree” iv) offer to issue and collectively, sell to or exchange with the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that Purchaser a pro rata portion of the Offered Securities as determined by dividing the aggregate number of shares of capital stock Common Stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to Purchaser by the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) Stock then outstanding (the “Basic Amount”). (b) To accept an Issuance Offer, and in whole or in part, the Purchaser must deliver a written notice to the Company within twenty (y20) such additional days after receipt of the Issuance Offer, setting forth the portion of the Offered Securities as such Offeree shall indicate it will Purchaser’s Basic Amount that the Purchaser elects to purchase should the other Offerees subscribe for less than their respective Basic Amounts (the a “Undersubscription AmountNotice of Acceptance”), at a price and on such other terms as . (c) The Company shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity expiration of the proposed transferee20-day period set forth in Section 3.1(b) above to 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 Purchaser (the “Refused Securities”), but only to the offerees (if so described therein), on the same financial and economic terms as those set forth in the Issuance Offer and upon other terms and conditions that are not more favorable, in the aggregate, to the acquiring person or persons or less favorable to the Company than those set forth in the Issuance Offer. (d) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 3.1(c) above), then the Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities proposed specified in its Notice of Acceptance to an amount that shall be soldnot less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 3.1(b) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that the Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Purchaser in accordance with Section 5.2(a) above. (e) Upon the Closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchaser shall acquire from the Company, and the Company shall issue to the Purchaser, the number or amount of Offered Securities specified in the Notice of Acceptance, as reduced pursuant to Section 5.2(d) above if the Purchaser have so elected, upon the terms and conditions specified in the Issuance Offer. The purchase by the Purchaser of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchaser of a purchase agreement relating to such Offered Securities reflecting the terms specified in the Issuance Offer and reasonably satisfactory in form and substance to the Purchaser and their respective counsel and the receipt of any required regulatory approvals. (f) Any Offered Securities not acquired by the Purchaser or other persons in accordance with Section 3.1(c) above may not be issued, sold or exchanged until they are again offered to the Purchaser under the procedures specified in this Agreement, including pricewithout limitation, Section 3.1(c). (g) of the proposed sale.The term “Offered Securities” shall not include:

Preemptive Right. Subject to the terms and conditions specified in this Article IV, the Company hereby grants to the Investors a preemptive right with respect to future issues by the Company of its New Shares (as hereinafter defined). Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its share capital (“New Shares”), the Company shall first make an offering of such New Shares to the Investors in accordance with the following provisions: (a) The Company shall not issue, sell or exchange, agree or obligate itself deliver a notice to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any the Investors stating (i) shares of Common Stockits bona fide intention to offer such New Shares, (ii) any other equity security the number of such New Shares to be offered, and (iii) the price and terms upon which it proposes to offer such New Shares. (b) By written notification to the Company, including without limitation, Preferred Stock, within twenty (iii20) any debt security Business Days after receipt of the Company (other than debt with no equity feature) including without limitationnotice contemplated by Section 4.01(a), any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right each Investor may elect to subscribe for, purchase or otherwise acquire any such equity security or any debt security of at the Company price and on the terms specified in (i)-(iv) abovethe notice, unless in each case the Company shall have first offered to sell a portion of such securities (New Shares that equals the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to proportion that portion of the Offered Securities as the number of shares Ordinary Shares then issued and held by such Investor, or issuable upon conversion of capital stock Series A Shares then held by such Offeree (assuming for such purposes exerciseInvestor, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock Ordinary Shares of the Company then issued and held, or issuable upon conversion of Series A Shares then held by the Investors. (assuming c) If all New Shares that the Investors are entitled to subscribe pursuant to Section 4.0l(b) are not elected to be subscribed for such purposes exerciseas provided in Section 4.01(b) hereof, conversion and exchange of all outstanding optionsthe Company may, warrants or convertible securities during the ninety (90) day period following the expiration of the Company exercisableperiod provided in Section 4.0l(b) hereof, convertible and/or exchangeable into shares offer the remaining unsubscribed portion of Common Stock) (the “Basic Amount”)such New Shares to any person or persons at a price not less than, and (y) upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the subscription of such additional remaining unsubscribed portion of the Offered Securities as New Shares within such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts period, or if such agreement is not consummated within ninety (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (3090) days from receipt thereof. The Offer shall disclose the identity of the proposed transfereeexecution thereof, the Offered Securities proposed right provided hereunder shall be deemed to be sold, revived and the terms and conditions (including price) such portion of the proposed saleNew Shares shall not be offered unless first re-offered to Investors in accordance herewith.

Preemptive Right. Clause 5 - The Company Party(ies) wishing to Dispose its Shares, in whole or in part (“Offering Party”), must first obtain from the third party interested in acquiring the Shares (which may be a Party to this Shareholders' Agreement) a good faith binding and irrevocable written offer including the price to be paid and the description of the number of Shares offered and then through the Representative(s) of the Shareholders’ Block(s) to be incorporated, to notify the other Parties to the other Shareholders’ Blocks, which shall be notified through the Representatives of their respective Shareholders’ Blocks, in writing, of their intention to Dispose Shares (“Offer Notification”) and to grant to such Parties (“Offered Parties”), preference for the acquisition of all, and not issueless than all, sell the Shares to be Disposed, in the manner and under the paragraphs hereunder. The Parties agree that the sale of their Shares shall be made jointly, and in the same proportion (considering the number of Shares held by each Party), with the other Parties that are members of its Shareholders' Block. The sale of the Shares may be exceptionally disproportionate between the Parties to a Shareholders' Block (subject to the proportion applicable to the respective Shareholders' Block), if unanimously approved by the Parties of the respective Shareholders' Block. The Offer Notification shall comply with the requirement of joint sale between members of the same Shareholders’ Block or exchangecontain evidence of unanimous approval by the Parties of a Shareholders’ Block for the disproportionate sale. Paragraph 1 - The Offer Notification shall contain a copy of the binding offer presented by the interested third party, agree as well as all the documents related to the Sale that have been presented by such third party or obligate itself to issuenegotiated between that third party and the Offering Party, sell or exchange, or reserve or set aside for issuance, sale or exchange, any also informing: (i) shares the name of Common Stocksuch third party and its partners, (ii) any other equity security of the Company, including without limitation, Preferred Stockprice to be paid, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions applicable to the payment and other relevant terms and conditions, and (including priceiv) a statement that the third party informed about the preemptive right and the joint sale right provided for in this Agreement. Paragraph 2 - The exercise of the preemptive right by the Offering Parties shall be expressed in writing and exclusively through the Representative(s) of the proposed saleBlock(s) to which such Offering Parties integrate within 60 (sixty) days of receiving notice of the Offering Party (“Term for Exercise of the Preemptive Right”). A statement confirming the exercise of the preemptive right by a Representative shall irrevocably oblige all the Parties to such Block to exercise the preemptive right provided for in this Clause V. Paragraph 3 - Once the preemptive right referred to in this Clause has been exercised, the purchase price to be paid by the Offered Party(ies) shall be the same price as the Offer Notification.

Preemptive Right. Subject to the terms and conditions specified in this Section 2.3 (Preemptive Right), the Company hereby grants to each Major Investor a preemptive right with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3 (Preemptive Right), other than for purposes of the notice provisions, Major Investor includes any general partners and Affiliates of a Major Investor. A Major Investor who chooses to exercise the preemptive right may designate as purchasers under such right itself or its Affiliates in such proportions as it deems appropriate; provided that such Major Investor shall be responsible for the performance by its designated Affiliate of such Affiliate’s obligations to complete such purchase. Each time the Company proposes to offer any capital shares, or securities convertible into or exercisable for any capital shares, of any class (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions: (a) The Company shall not issue, sell or exchange, agree or obligate itself deliver a written notice (the “Preemptive Rights Notice”) to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any each Major Investor stating (i) shares of Common Stockits bona fide intention to offer such Shares, (ii) any other equity security the number of the Companysuch Shares to be offered, including without limitation, Preferred Stock, and (iii) any debt security the price and terms, if any, upon which it proposes to offer such Shares. (b) Upon receipt of the Company (other than debt with no equity feature) including without limitationPreemptive Rights Notice, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right each Major Investor may elect to subscribe for, purchase or otherwise acquire any such equity security or any debt security of at the Company price and upon the terms specified in (i)-(iv) abovethe Preemptive Rights Notice, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of such Shares which equals the Offered Securities as proportion that (i) the sum of the number of shares Ordinary Shares issuable or issued upon conversion of capital stock Registrable Securities plus all other voting securities then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) Major Investor bears to (ii) the total number of the Ordinary Shares then outstanding shares of capital stock of the Company (assuming for such purposes exercise, full conversion and exchange exercise of all outstanding options, warrants convertible or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stockexercisable securities) (the “Basic AmountProportionate Share”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it . The election will purchase should the other Offerees subscribe for less than their respective Basic Amounts be exercisable by written notice (the “Undersubscription AmountExercise Notice”), at a price and on such other terms as shall have been specified ) given to the Company by the Company in writing delivered twentieth (20th) calendar day after delivery of the Preemptive Rights Notice and shall specify the maximum number of Shares, even if greater than such Major Investor’s Proportionate Share, that the Major Investor desires to such Offeree purchase pursuant to this Section 2.3(b) (the “OfferMaximum Number”), which Offer by its terms . Failure of any Major Investor to provide an Exercise Notice within the twenty (20) day period shall remain open and irrevocable for be deemed to constitute a period notification to the Company of thirty (30) days from receipt thereof. The Offer shall disclose such Major Investor’s decision not to exercise the identity of the proposed transferee, the Offered Securities proposed option to be sold, and the terms and conditions (including price) of the proposed sale.purchase any Shares under this Section 2.3

Preemptive Right. Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Securities (as hereinafter defined). Each time the Company proposes to offer, subsequent to the issuance of Series E Preferred (and certain warrants therefor) contemplated by the Purchase Agreement and excluding the issuances of the Acquisition Shares and the Placement Agent Warrants, any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock ("Securities"), the Company shall first make an offering of such Securities to each Investor in accordance with the following provisions: (a) The Company shall not issue, sell or exchange, agree or obligate itself deliver a notice ("Notice") to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any each Investor stating (i) shares of Common Stockits bona fide intention to offer such Securities, (ii) any other equity security the number of the Company, including without limitation, Preferred Stocksuch Securities to be offered, (iii) any debt security of the Company (other than debt with no equity feature) including without limitationprice, any debt security if any, for which by its terms is convertible into or exchangeable for any equity security of the Companyit proposes to offer such Securities, and (iv) any security other material terms of such offer. (b) Within fifteen (15) calendar days after receipt of the Company that is a combination of debt and equityNotice, or (v) any optionthe Investor may elect, warrant or other right by notice delivered to subscribe forthe Company, to purchase or otherwise acquire any such equity security or any debt security of obtain, at the Company price and on the terms specified in (i)-(iv) abovethe Notice, unless in each case the Company shall have first offered up to sell a portion an amount of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up Securities equal to that portion of such Securities which equals the Offered Securities as proportion that the number of shares of capital stock Common Stock then held by such Offeree Investor or issuable to the Investor upon conversion of Shares or exercise of warrants then held by the Investor bears to the sum of the number of shares of Common Stock then issued and outstanding plus the number of shares of Common Stock issuable upon (assuming for such purposes exercise, i) conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into then outstanding and (ii) exercise of all options and warrants then outstanding. An Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and affiliates in such proportions as it deems appropriate. In the event that any Investors do not elect to purchase their full pro rata shares of Common Stock) bears the Securities pursuant to this Section, the Company shall notify all Investors who have elected to purchase Securities hereunder of the number of unsubscribed Securities and each such participating Investor may elect, by notice to the total number Company within five days after the effective date of the outstanding shares of capital stock Company's notice of the Company amount of unsubscribed Securities, to purchase such Investor's pro rata share of such Securities (assuming for such purposes exercise, conversion and exchange calculated according to the relative ownership of all outstanding optionsInvestors who elect to purchase such unsubscribed Securities). (c) If all Securities which the Investors are entitled to purchase pursuant to this Section 2.4 are not elected to be obtained as provided in subsection 2.4(b) hereof, warrants or convertible securities the Company may, during the one hundred eighty (180) day period following the expiration of the Company exercisableperiod provided in subsection 2.4(b) hereof, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) offer such additional portion of the Offered unsubscribed Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), to any person or persons at a price not less than, and on such other upon terms as shall have been not materially more favorable to the offeree than, those specified by in the Notice. If the Company in writing delivered to does not enter into an agreement for the sale of the Securities within such Offeree (the “Offer”)period, which Offer by its terms shall remain open and irrevocable for a period of or if such agreement is not consummated within thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transfereeexecution thereof, the Offered Securities proposed right provided hereunder shall be deemed to be soldrevived. (d) The right of first offer in this Section 2.4 shall not be applicable (i) to the issuance or sale of shares of capital stock (or options therefor) to employees, and officers, directors, consultants or other parties eligible to receive options under the terms and conditions Company's stock option plan or plans, (including priceii) to the issuance or sale of the proposed saleCompany's securities to leasing entities or financial institutions in connection with commercial leasing or borrowing transactions, (iii) to, or after consummation of, the Company's Initial Public Offering, (iv) to conversions of convertible securities or exercises of exercisable securities, (v) to any issuances of any of the shares of Series E Preferred authorized as of the date of this Agreement, (vi) to any issuance of securities in connection with any acquisition, business combination, reorganization, merger or similar event, (vii) after the tenth anniversary of this Agreement, or (viii) to the issuance of the Acquisition Shares or the Placement Agent Warrants.

Preemptive Right. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for In the event of the issuance, sale sale, grant or exchange, distribution by the Company of any (i) shares of Common Stock, (ii) any other equity security capital stock of the Company, including without limitation(collectively, Preferred Stock, (iiian "Equity Security") or any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any such Equity Security of the Company, each Purchaser and the first transferee of any Warrants from a Purchaser which, in the case of any of the foregoing, at such time is a Holder of Warrants and/or Warrant Shares (each, an "Entitled Holder") shall be entitled to participate in such issuance, sale, grant or distribution on a pro rata basis, and on the same terms and conditions (to the extent applicable to any such Entitled Holder), so that following such issuance, sale, grant or distribution each Entitled Holder will, if it has elected to purchase or otherwise receive the new securities to be issued, sold, granted or distributed (and after giving effect to any adjustments pursuant to Section 9 hereof), have the same percentage of the equity ownership of the Company (on a fully diluted basis and assuming exercise of the Warrants) as such Entitled Holder had (on a fully diluted basis and assuming exercise of the Warrants) prior to such issuance, sale, grant or distribution. Notwithstanding the foregoing, however, Entitled Holders will not be entitled to any such preemptive right with respect to, after the date hereof, (i) the issuance of any Equity Security upon the exercise or conversion or any security convertible into or exchangeable for any Equity Security of the Company or the issuance of any option or other right to acquire securities pursuant to an employee benefit plan or a stock option plan, (ii) any underwritten public offering of any Securities of the Company, (iii) the issuance of any securities as consideration for an acquisition by the Company of stock or operating assets of any corporation or other business entity or (iv) any security stock splits or stock dividends. Any such Entitled Holder desiring to utilize any such preemptive rights must so notify the Company within 10 days of its receipt of notice from the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell is undertaking a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to transaction that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears would give rise to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed salerights created under this Section 14.

Preemptive Right. The Company shall not issue4.1.1 If at any time, sell or exchangeand from time to time after Closing, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitationproposes to grant, issue or sell any debt security which by its terms is convertible into or exchangeable for any equity security of the CompanyNew Securities, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered afford, prior to sell such grant, issuance or sale, to each of the Shareholders the preemptive right to purchase a portion of the New Securities equal to such securities (the “Offered Securities”) Shareholder’s pro-rata share. Each Shareholder shall have a right of over-allotment as provided below such that if any Shareholder declines or fails to each Investor who holds at least 5% exercise its right hereunder to purchase its pro-rata share of the then outstanding shares New Securities in full, each other Shareholder exercising its preemptive right hereunder may purchase such available portion, on a pro-rata basis. For the purposes of Preferred Stock Section ‎‎4.1, each Shareholder’s “pro-rata share” is the ratio of (each an “Offeree” and collectively, the “Offerees”a) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of issued and paid-up Shares held by such Shareholder, and (b) the outstanding shares total number of capital stock issued and paid-up Shares held by all Shareholders immediately prior to the issuance of New Securities. If any Shareholder fails to elect to purchase its full pro-rata share of an offering of New Securities, then such remaining New Securities (“Over-Allotment Securities”) shall be made available to each Shareholder who has elected to purchase all or part of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) Over-Allotment Securities (the “Basic AmountAdditional New Shares”), ) on the same price and terms as indicated on the Issuance Notice. Each such Shareholder is entitled to be allocated to the lesser of (x) the amount of the Additional New Shares and (y) the product obtained by multiplying (i) the amount of the Over-Allotment Securities by (ii) a fraction, the numerator of which is the number of Equity Securities held by such additional Shareholder and the denominator of which is the aggregate number of Equity Securities held by all the Shareholder(s) who elected to purchase the Over-Allotment Securities. 4.1.2 In the event that the Company proposes to grant or issue New Securities, it shall give each Shareholder a written notice (“Issuance Notice”) of its intention, describing the type of New Securities, their price and the other terms upon which the Company proposes to grant or issue the same, and the number of New Securities each Shareholder has the right to purchase under this Section ‎‎4.1. Each Shareholder shall have forty five (45) days after receipt of the Issuance Notice to notify the Company of its election to exercise its preemptive right upon the terms and conditions specified in the Issuance Notice, by giving a written notice to the Company stating (i) its election to exercise its pre-emptive right to purchase all or any portion of its pro-rata share of the New Securities, and (ii) if it so elects, its right of over-allotment to purchase all or any portion of the Offered Over-Allotment Securities as such Offeree and the maximum amount of New Securities elected to be purchased by it. In no event shall indicate it will a Shareholder be obligated to purchase should more than the other Offerees subscribe for less than maximum amount of New Securities he agreed to purchase. 4.1.3 The Company shall have ninety (90) days after the expiration of the aforesaid 45-day period to sell to a third party, the remainder of the New Securities with respect to which the Shareholders failed or declined to exercise their respective Basic Amounts (the “Undersubscription Amount”)pre-emptive right and over-allotment right pursuant to this Section ‎‎4.1, at a price and on upon terms no more favorable to such other terms as shall have been third party than specified by in the Issuance Notice to the Shareholders. In the event the Company in writing delivered to such Offeree has not sold the New Securities within the ninety (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (3090) days from receipt thereof. The Offer shall disclose period, the identity grant, issuance or sale of the proposed transferee, New Securities shall again be subject to the Offered Securities proposed to be sold, and the terms and conditions (including price) provisions of the proposed salethis Section ‎‎4.1.

Preemptive Right. The (a) If, prior to the completion of the Company's Initial Offering, the Company shall not issue, proposes to sell or exchangeissue to Cigna Insurance Company, agree WellPoint, Aetna/US HealthCare, PacifiCare/FHP, Prudential Insurance Company, Humana or obligate itself to issue, sell or exchangeany other healthplan with over three million risk-bearing health insured lives (a "Competitor"), or reserve any successor to or set aside for issuanceaffiliate of any of the foregoing companies, sale or exchange, any (i) shares of Common Stock (or securities convertible into Common Stock), representing more than sixty-six and two-thirds percent (ii66-2/3%) any other equity security of the then-current holdings of the Company's capital stock of Validus and its affiliates, including without limitation, Preferred Stock, (iii) then Validus shall have the right to purchase any debt security or all of such shares of Common Stock or convertible securities that are in excess of the Company number of shares equal to sixty-six and two-thirds percent (other than debt with no equity feature66-2/3%) including without limitation, of Validus' then-current holdings (the "Excess Shares") on the same terms as proposed to any debt security which by its terms is convertible into or exchangeable for any equity security of such Competitor. (b) In the Company, (iv) any security of event the Company that proposes to sell any such Excess Shares, it shall give written notice to Validus of its intention, describing the number and type of Excess Shares, their price and the general terms upon which the Company proposes to sell or issue such Excess Shares (the "Validus Notice"). Validus shall have twenty (20) days after any such notice is a combination of debt and equity, or given to agree to purchase the Excess Shares on the same terms as proposed to any such Competitor. (vc) any option, warrant or other In the event Validus fails to exercise fully the right to subscribe forpurchase the Excess Shares within such twenty (20) day period, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered sixty (60) days thereafter to sell a portion or enter into an agreement (pursuant to which the sale of the Excess Shares covered thereby shall be closed, if at all, within sixty (60) days from the date of such securities (the “Offered Securities”agreement) to each Investor who holds at least 5% of sell the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, Excess Shares as set forth in the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), Validus Notice at a price and on upon terms no more favorable to any such other terms as shall have been Competitor than are specified by in the Validus Notice. After the expiration of such sixty (60) day period, the Company shall not thereafter issue or sell any Excess Shares without first again offering such securities to Validus in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30manner provided in Section 5.2(b) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed saleabove.

Preemptive Right. The Company hereby grants to each Member the right to purchase, in accordance with the procedures set forth in this Section 3.9, such Member’s pro rata share, based on the Membership Interest of such Member relative to the Membership Interests of the other Members, of any Additional Interests which the Company may, from time to time, propose to sell and issue (hereinafter referred to as the “Preemptive Right”). As used herein, “Additional Interests” shall not issue, sell mean Membership Interests or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security ownership interests of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitationwhether now or hereinafter authorized, any debt security which by its terms is rights, options or warrants to purchase Membership Interests and any instrument of any kind whatsoever that are, or may become, convertible into or exchangeable for any equity security such Membership Interests or other ownership interest of the Company; provided, however, that the term “Additional Interests” shall not include the issuance of: (i) Membership Interests or other ownership interests to Persons other than Members (or their Affiliates) (1) in connection with any merger, consolidation, acquisition, or any reorganization or recapitalization in each case when Membership Interests are issued for or in respect of previously outstanding Membership Interests; (2) as consideration to a selling Person in connection with the acquisition of another Person by the Company or any of its Subsidiaries (including issuances to management of such Person in connection therewith); (3) to any debt holders of the Company or any of its Subsidiaries in connection with non-equity financing transactions; (ii) Membership Interests or other ownership interests to officers, employees, directors, consultants or other service providers of the Company or its subsidiaries pursuant to any option or other equity compensation plans approved by the Management Committee in connection with such Person’s employment or consulting arrangements or other service relationship with the Company or its subsidiaries; (iii) by reason of any subdivision (by split, distribution in kind, recapitalization or otherwise); or (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears issued to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company public in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed saleconnection with any IPO.

Preemptive Right. Subject to the terms and conditions of this Subsection 7.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Stockholder (each, an “Offeree”), who shall each a right to participate in the issuance of New Securities. (a) The Company shall not issuegive notice (the “Offer Notice”) to each Offeree, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any stating (i) shares of Common Stockits bona fide intention to offer such New Securities, (ii) any other equity security the number of the Companysuch New Securities to be offered, including without limitation, Preferred Stock, and (iii) any debt security of the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (other than debt with no equity feature20) including without limitationdays after the Offer Notice is given, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right each Offeree may elect to subscribe for, purchase or otherwise acquire any such equity security or any debt security of acquire, at the Company price and on the terms specified in the Offer Notice, up to (i)-(ivwhich for greater certainty includes amounts that are less than) above, unless in each case the Company shall have first offered to sell a that portion of such securities (New Securities which equals the “Offered Securities”) to each Investor who holds at least 5% of proportion that the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock Ordinary Shares then held by such the Offeree (assuming for such purposes including all Ordinary Shares then issuable (directly or indirectly) upon conversion and/or exercise, conversion as applicable, of any Derivative Securities then held by the Offeree, provided, if and exchange of all outstanding optionsonly if, warrants or convertible securities of that the Company exercisable, convertible and/or exchangeable into shares of Common Stockinstrument governing such Derivative Security does not provide for a similar anti-dilution provision) bears to the total number of the outstanding shares of capital stock Ordinary Shares of the Company then outstanding (assuming for such purposes full conversion and/or exercise, conversion and exchange as applicable, of all outstanding options, warrants or convertible securities Derivative Securities). The closing of any sale pursuant to this Subsection 7.1 (b) shall occur within the later of sixty (60) days of the Company exercisable, convertible and/or exchangeable into shares date that the Offer Notice is given and the date of Common Stockinitial sale of New Securities pursuant to Subsection 7.1(c). (c) (If all New Securities referred to in the “Basic Amount”Offer Notice are not elected to be purchased or acquired as provided in Subsection 7.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 7.1(b), offer and (y) such additional sell the remaining unsubscribed portion of the Offered such New Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), to any Person or Persons at a price not less than, and on such other upon terms as shall have been no more favorable to the offeree than, those specified by in the Offer Notice. If the Company in writing delivered to does not enter into an agreement for the sale of the New Securities within such Offeree (the “Offer”)period, which Offer by its terms shall remain open and irrevocable for a period of or if such agreement is not consummated within thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transfereeexecution thereof, the Offered Securities proposed right provided hereunder shall be deemed to be sold, revived and the terms and conditions such New Securities shall not be offered unless first reoffered to each Offeree in accordance with this Subsection 7.1. (including priced) of the proposed saleThe preemptive right in this Subsection 7.1 shall be applicable only to New Securities.

Preemptive Right. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (ia) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of If the Company (other than debt with no equity feature) including without limitationauthorizes the issuance or sale of any New Securities, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered offer to sell to each holder of Common Stock and/or Rollover Common Options (a “Preemptive Holder”) a portion of such stock or securities equal to the quotient determined by dividing (the “Offered Securities”1) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then Common Stock held by such Offeree (assuming for holder at such purposes exercise, conversion and exchange time plus the number of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common StockStock issuable to such holder upon exercise of the Rollover Common Options at such time by (2) bears to the total number of the outstanding shares of capital stock Common Stock then issued and outstanding plus the total number of the Company (assuming for such purposes exercise, conversion and exchange shares of Common Stock issuable upon exercise of all then outstanding options, warrants and exerciseable Rollover Common Options. Each Preemptive Holder shall be entitled to purchase such stock or convertible securities on the same terms as such stock or securities are to be offered to third parties; provided that if such third parties are required to also purchase other securities of the Company, Preemptive Holders exercising their rights pursuant to this paragraph shall also be required to purchase the same class and series of securities (in the same proportion and on the same terms and conditions) that such third parties are required to purchase. The purchase price payable for the stock and securities offered to the Preemptive Holders hereunder shall be payable in cash or, to the extent otherwise required hereunder, by notes issued by such holders. (b) In order to exercise its purchase rights hereunder, each Preemptive Holder must within 15 days after receipt of written notice from the Company exercisabledescribing in reasonable detail the stock or securities being offered, convertible and/or exchangeable into shares of Common Stockthe purchase price thereof, the payment terms and such holder’s percentage allotment deliver a written notice to the Company describing its election hereunder. (c) (Upon the “Basic Amount”), and (y) such additional portion expiration of the Offered Securities as offering period described above, the Company shall be entitled to sell such Offeree shall indicate it will stock or securities which Preemptive Holders have not elected to purchase should during the other Offerees subscribe for less 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on those offered to such other terms as shall have been specified holders. Any stock or securities offered or sold by the Company in writing delivered after such 90-day period must be reoffered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed Preemptive Holders pursuant to be sold, and the terms and conditions (including price) of the proposed salethis paragraph.

Preemptive Right. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to the Investor. The Investor shall be entitled to apportion the preemptive right hereby granted to it among itself and its Affiliates that are "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act in such proportions as it deems appropriate. (a) The Company shall not issuegive notice (the "Offer Notice") to the Investor, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any stating (i) shares of Common Stockits bona fide intention to offer such New Securities, (ii) any other equity security the number of the Companysuch New Securities to be offered, including without limitation, Preferred Stock, and (iii) any debt security of the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within twenty (other than debt with no equity feature20) including without limitationdays after the Offer Notice is given, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right Investor may elect to subscribe for, purchase or otherwise acquire any such equity security or any debt security of acquire, at the Company price and on the terms specified in (i)-(iv) abovethe Offer Notice, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of such New Securities which equals the Offered Securities as proportion that the number of shares of capital stock then held by such Offeree Common Stock issued and held, or issuable (assuming for such purposes directly or indirectly) upon conversion and/or exercise, conversion and exchange of all outstanding optionsas applicable, warrants or convertible securities of the Company exercisableConvertible Debentures and any other Derivative Securities then held, convertible and/or exchangeable into shares of Common Stock) by the Investor bears to the total number of the outstanding shares of capital stock Common Stock of the Company then outstanding (assuming for such purposes full conversion and/or exercise, conversion and exchange of all outstanding optionsas applicable, warrants or convertible securities of the other Derivative Securities, other than Derivative Securities held by employees, officers or directors of the Company). The closing of any sale pursuant to this Section 4.1(b) shall be conditional upon the Investor having obtained all applicable governmental approvals in China and/or completed all applicable filings with governmental authorities in China and shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). (c) The Company exercisablemay, convertible and/or exchangeable into shares during the ninety (90) day period following the expiration of Common Stock) (the “Basic Amount”periods provided in Section 4.1(b), offer and (y) such additional portion of the Offered sell all New Securities that are not elected to be purchased or acquired as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”provided in Section 4.1(b), to any Person or Persons at a price not less than, and on such other upon terms as shall have been no more favorable to the offeree than, those specified by in the Offer Notice. If the Company in writing delivered to does not enter into an agreement for the sale of the New Securities within such Offeree (the “Offer”)period, which Offer by its terms shall remain open and irrevocable for a period of or if such agreement is not consummated within thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transfereeexecution thereof, the Offered Securities proposed right provided hereunder shall be deemed to be sold, revived and such New Securities shall not be offered unless first reoffered to the terms Investor in accordance with this Section 4.1. (d) The preemptive right in this Section 4.1 shall not be applicable to (i) Exempted Securities; and conditions (including priceii) shares of Common Stock issued in the proposed saleQualified IPO.

Preemptive Right. Subject to the terms and conditions specified in this Article IV, the Company hereby grants to the Investors a preemptive right with respect to future issues by the Company of its New Shares (as hereinafter defined). Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its share capital (“New Shares”), the Company shall first make an offering of such New Shares to the Investors in accordance with the following provisions: (a) The Company shall not issue, sell or exchange, agree or obligate itself deliver a notice to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any the Investors stating (i) shares of Common Stockits bona fide intention to offer such New Shares, (ii) any other equity security the number of such New Shares to be offered, and (iii) the price and terms upon which it proposes to offer such New Shares. (b) By written notification to the Company, including without limitation, Preferred Stock, within twenty (iii20) any debt security Business Days after receipt of the Company (other than debt with no equity feature) including without limitationnotice contemplated by Section 4.01(a), any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right each Investor may elect to subscribe for, purchase or otherwise acquire any such equity security or any debt security of at the Company price and on the terms specified in (i)-(iv) abovethe notice, unless in each case the Company shall have first offered to sell a portion of such securities (New Shares that equals the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to proportion that portion of the Offered Securities as the number of shares Ordinary Shares then issued and held by such Investor, or issuable upon conversion of capital stock Series A Shares then held by such Offeree (assuming for such purposes exerciseInvestor, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock Ordinary Shares of the Company then issued and held, or issuable upon conversion of Series A Shares then held by the Investors. (assuming c) If all New Shares that the Investors are entitled to subscribe pursuant to Section 4.01(b) are not elected to be subscribed for as provided in Section 4.01(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 4.01(b) hereof, offer the remaining unsubscribed portion of such purposes exerciseNew Shares to any person or persons at a price not less than, conversion and exchange upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the subscription of all outstanding optionssuch remaining unsubscribed portion of the New Shares within such period, warrants or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such portion of New Shares shall not be offered unless first re-offered to Investors in accordance herewith. (d) The preemptive rights of the Investors set forth under this Section 4.01 shall not apply to the Company’s sale of certain floating rate secured convertible securities bonds due 2009 convertible into Ordinary Shares of the Company exercisable, convertible and/or exchangeable into shares of Common Stockwithin three (3) (months after the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed saleClosing.

Preemptive Right. Subject to the terms and conditions specified in this Agreement, the Company hereby grants to each Series A Shareholder and Series C Shareholder a preemptive right with respect to future issues by the Company of any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of the Company’s share capital (the “New Shares”), unless waived in writing by the Major Series A Shareholder and the Major Series C Shareholder. If the Company proposes to offer any New Shares, it shall first offer such New Shares to each Series A Shareholder and Series C Shareholder in accordance with the following provisions: (a) The Company shall not issue, sell or exchange, agree or obligate itself deliver a notice to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any the Series A Shareholders and Series C Shareholders stating (i) shares of Common Stockits bona fide intention to offer New Shares, (ii) any other equity security the number of such New Shares to be offered, and (iii) the price and terms upon which it proposes to offer such New Shares. (b) Within twenty (20) Business Days after receipt of the Company’s notice, including without limitation, Preferred Stock, (iii) any debt security of each Series A Shareholder and Series C Shareholder may by written notification to the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right elect to subscribe for, purchase or otherwise acquire any at the price and on the terms specified in the Company’s notice, up to such equity security or any debt security portion of the New Shares that equals the proportion that (i) the number of Ordinary Shares (including Preferred Shares on an as-converted basis) then held by such Series A Shareholder or Series C Shareholder, as applicable, bears to (ii) the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) then held by all Series A Shareholders and Series C Shareholders. (c) If any Series A Shareholder or Series C Shareholder fails to exercise its preemptive right to purchase its full portion of the New Shares pursuant to clause (b) above (each, a “Non-Full Exercising Holder”), the Company specified shall, within five (5) Business Days after the expiration of the twenty (20) Business Day period described in clause (i)-(ivb) above, unless in each case deliver written notice specifying the Company shall have first offered to sell a portion aggregate number of such securities unpurchased New Shares that were eligible for purchase by all Non-Full Exercising Holders (the “Offered SecuritiesRemaining Shares”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” Series A Shareholder and collectively, the “Offerees”) as follows: each Offeree shall have the Series C Shareholder that exercised its right (but not an obligation) to purchase (x) up to that its full portion of the Offered Securities as the number New Shares pursuant to clause (b) above (each, a “Full Exercising Holder”). Each Full Exercising Holder shall have a right of shares of capital stock then held by such Offeree (assuming for such purposes exerciseoverallotment, conversion and exchange of may exercise an additional right to purchase some or all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified Remaining Shares by notifying the Company in writing delivered to such Offeree within five (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (305) days from Business Days after receipt thereof. The Offer shall disclose the identity of the proposed transfereenotice by the Company pursuant to the prior sentence; provided, however, that if the Offered Securities proposed Full Exercising Holders desire to be sold, and purchase in aggregate more than the terms and conditions (including price) number of the proposed saleRemaining Shares, then the Remaining Shares will be allocated to the extent necessary among the Full Exercising Holders in accordance with their relative portion of the New Shares they may elect to subscribe for pursuant to clause (b) above.

Preemptive Right. The Company shall not issue(a) Until the Credit Agreement is terminated and all Obligations (as defined therein) have been paid in full, sell or exchange, agree or obligate itself if the Issuer proposes to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stockissue, sell, give away, transfer, pledge, mortgage, assign or otherwise dispose of, (ii) grant any other equity security of the Companyrights (preemptive or other) or options to subscribe for or purchase, including without limitation, Preferred Stock, or (iii) enter into any debt security agreements, or issue any warrants, providing for the issuance of, any of the Company (other than debt with no equity feature) including without limitation, Common Stock of the Issuer or any debt security which by its terms is stock or securities convertible into or exchangeable for any equity security of the CompanyCommon Stock of the Issuer (other than the issuance of (x) Exempted Securities, (ivy) any security other equity securities pursuant to the acquisition of another corporation by the Issuer by stock purchase, merger, purchase of substantially all of the Company that is a assets or other form of reorganization or business combination of debt and equity, or (vz) any optionshares or rights to purchase shares under the Shareholder Rights Agreement dated as of July 25, warrant 1995, as amended, between the Issuer and First Union Bank of North Carolina, Rights Agent), the Issuer shall: (i) give written notice to the Lender setting forth in reasonable detail (1) the designation and all of the terms and provisions of the securities proposed to be issued (the "Proposed Securities"), including, where applicable, the voting powers, preferences and relative participating, optional or other right to subscribe forspecial rights, purchase and the qualification, limitations or otherwise acquire any such equity security restrictions thereof and interest or any debt security dividend rate and maturity; (2) the price and other terms of the Company specified proposed sale of such securities; (3) the amount of such securities proposed to be issued; and (4) such other information as the Lender may reasonably request in order to evaluate the proposed issuance; and (i)-(ivii) offer to issue to the Lender, subject to the same terms and provisions as set forth in paragraph (i) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) Proposed Securities equal to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase a percentage determined by dividing (x) up to that portion of the Offered Securities as the number of shares of capital stock Common Stock and/or Convertible Preferred Stock then held by such Offeree (the Lender and issuable to the Lender, assuming for such purposes exercise, conversion and exchange exercise of all outstanding options, warrants or Warrants by the Lender and conversion in full of any convertible securities of then held by the Company exercisableLender, convertible and/or exchangeable into shares of Common Stockby (y) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common StockStock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon exercise of Warrants and conversion in full of any then outstanding convertible securities. (b) (the “Basic Amount”), and (y) such additional The Lender must exercise its preemptive right to purchase its portion of the Offered Proposed Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts offered hereunder within ten (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (3010) days after receipt of such notice from receipt thereofthe Issuer. The Offer shall disclose Upon the identity expiration of the proposed transfereeoffering period described above, the Offered Issuer will be free to sell such Proposed Securities proposed that the Lender has not elected to be sold, and purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Lender. Any Proposed Securities offered or sold by the Issuer after such 90 day period must be reoffered to the Lender pursuant to this Section 16. (including pricec) The election by the Lender not to exercise its preemptive rights under this Section 16 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance. Any sale of such securities by the Issuer without first giving the Lender the rights described in this Section 16 shall be void and of no force and effect. (d) For purposes of this Section 16, references to "the Lender" shall include any Affiliate of the proposed saleLender which holds Warrants or Warrant Shares.

Preemptive Right. The Company shall not issue, sell If Ordinary Shares are proposed to be issued for cash (other than issuances with respect to employee benefit plans in accordance with Section 6.2 or exchange, agree in connection with a Listing or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any Public Offering) (i) shares of Common Stockprior to a Listing or Public Offering at a price per share which is less than that specified in the Subscription Agreement, (ii) any other equity security of after a Listing or Public Offering at a price per share which is less than that published as the Company, including without limitation, Preferred Stockclosing price on the principal stock exchange on which the Ordinary Shares are listed on the last trading day prior to the corporate action formally fixing or approving the issue price for such additional Ordinary Shares, (iii) at any debt security time following the completion of the Company (other than debt with no equity feature) including without limitationOffer to Purchase, to the KKR Partnership or any debt security which of its Affiliates, PROVIDED that any issues prior to such time shall be for the same price per share paid by its terms is convertible into the Purchasers pursuant to the Subscription Agreement, or exchangeable for any equity security of the Company, (iv) if ordinary shares of any security subsidiary of Holdings ("SUBSIDIARY SHARES") are proposed to be issued for cash at any time to the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security KKR Partnership or any debt security of its Affiliates, then the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” Purchasers and collectively, the “Offerees”) as follows: each Offeree their Permitted Transferees shall have the right to subscribe in cash on the proposed terms for their Preemptive Right Pro Rata Share of such Ordinary Shares or Subsidiary Shares. The "PREEMPTIVE RIGHT PRO RATA SHARE" of a Purchaser or a Permitted Transferee shall be, at any given time, (but not an obligationi) such number of Ordinary Shares or Subsidiary Shares proposed to purchase be issued for cash multiplied by (xii) up to that portion a fraction, the numerator of the Offered Securities as which is the number of shares of capital stock Ordinary Shares then held by such Offeree (assuming for such purposes exercise, conversion Purchaser or Permitted Transferee and exchange the denominator of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to which is the total number of Ordinary Shares issued and outstanding before giving effect to the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed salenew issuance.

Preemptive Right. The In the event that, at any time or from time ---------------- to time, the Company proposes to issue or sell newly issued shares of Common Stock (which term shall not issueinclude, sell for purposes of this Section 8.11, shares of any class or exchange, agree or obligate itself to issue, sell or exchangeseries of common stock of the Company, or reserve securities convertible, exchangeable or set aside for issuance, sale exercisable into Common Stock or exchange, any (i) shares class or series of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock or any class or series of Common Stock (ii) any other equity security "New Securities")), the Company -------------- shall first notify each Purchaser of all relevant terms and conditions of the sale of the New Securities and offer to each Purchaser, and each Purchaser will have the right to purchase from the Company, upon the same terms and conditions as the Company proposes to sell the New Securities, such portion of the New Securities so as to maintain the aggregate proportionate ownership of the capital stock of the Company, including without limitationon a fully diluted basis, Preferred Stockheld by each Purchaser immediately prior to the issuance of the New Securities. Each Purchaser shall have 15 Business Days following receipt of any notice to accept or reject such offer. In the event that after the giving of such notice by the Company the Company changes the terms or conditions on which it proposes to issue or sell such New Securities, the Company shall be obligated to notify the Purchasers of such changed terms and conditions and the Purchaser's rights under this Section 8.11 will again apply. The rights of the Purchaser under this Section 8.11 shall not apply to: (i) New Securities issued upon the exercise or conversion of any previously outstanding securities; (ii) New Securities issued in connection with any merger, consolidation, combination, purchase of all or substantially all of the assets of another Person or other reorganization; (iii) New Securities issued in connection with any debt security stock split, stock dividend or recapitalization of the Company; (iv) New Securities issued to employees, consultants, officers or directors of the Company (other than debt with no equity feature) including without limitationpursuant to any stock option, any debt security which by its terms is convertible into stock purchase or exchangeable stock bonus plan, agreement or arrangement for any equity security the primary purpose of the Companysoliciting or retaining such employees', (iv) any security of the Company that is a combination of debt consultants', officers' or directors' services; and equity, or (v) any option, warrant New Securities issued to providers of debt or other right lease financing to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to connection with the provision of such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed salefinancing.

Preemptive Right. The Company shall not issue, sell give each Stockholder 30 days’ prior written notice of the proposed issuance or exchange, agree sale by the Company or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of its Subsidiaries of any Common Stock, (ii) any other equity security of the CompanyCommon Stock Equivalent, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital preferred stock of the Company (assuming or any other security exercisable for such purposes or convertible into any shares of any series of preferred stock), any equity or debt securities of any Subsidiary of the Company or any securities evidencing Indebtedness or other securities or equity or debt interest of the Company or any of its Subsidiaries (each, a “New Issuance”) other than Common Stock or Common Stock Equivalents issued or sold by the Company or any of its Subsidiaries (i) to the Company’s employees, independent contractors, strategic partners, consultants or directors pursuant to arrangements approved unanimously by the Board of Directors, (ii) in connection with acquisitions of other companies or businesses, (iii) as a stock split or stock dividend, (iv) pursuant to the exercise, conversion and or exchange of all any then outstanding optionsCommon Stock Equivalent, warrants (v) pursuant to a public offering registered under the Securities Act, or convertible securities (vi) in connection with a Sale of the Company exercisableCompany. Such notice shall specify the number and class of securities to be issued, convertible and/or exchangeable into shares the rights, terms and privileges thereof, the price at which such securities shall be issued and the portion such Stockholder shall be entitled to purchase pursuant to this Section 5.1. Each Stockholder shall be entitled to purchase that portion of a New Issuance equal to a fraction, the numerator of which shall be the total number of Shares owned by such Stockholder, giving effect, without duplication, to all Common Stock) (Stock Equivalents owned by such Stockholder, whether or not then convertible, exercisable or exchangeable, but only to the “Basic Amount”)extent then vested, and the denominator of which shall be the total number of Shares then outstanding, giving effect, without duplication, to all Common Stock Equivalents outstanding, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested (y) including such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”Stockholder’s Shares), at a the most favorable price and on such other the most favorable terms as are offered to any other Persons, by giving written notice of such election to the Company within 15 days after notice of such New Issuance has been given to such Stockholder; provided, however, that no Stockholder shall have been specified by the Company in writing delivered any right to purchase securities pursuant to this Section 5.1 if, prior to a sale of securities to such Offeree (Stockholder pursuant to this Section, such securities would be required to be registered under the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereofSecurities Act. The Offer failure of a Stockholder to give any written notice specified in this Section 5.1 within the time period specified herein shall disclose the identity of the proposed transferee, the Offered Securities proposed be deemed to be sold, and the terms and conditions (including price) a waiver of the proposed saleits rights under this Section 5.1.

Preemptive Right. The In the event the Company shall not issue, proposes to offer or sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security securities of the Company, including without limitation, Preferred Stock, (iii) or any debt other security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equityinto, or (v) any option, warrant or other right to subscribe foracquire, such equity securities (collectively “New Securities”), in any transaction other than (A) a bona fide firm commitment underwritten public offering or (B) the issuance of compensatory stock options to employees of the Company in the ordinary course of business, issued pursuant to a valid equity plan of the Company, the Company shall first offer such New Securities to Investor as follows: (a) Prior to any issuance of New Securities, the Company shall give notice (the “Offer Notice”) to Investor, stating (A) its bona fide intention to offer such New Securities, (B) the number of such New Securities to be offered, and (C) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 20 days after the Offer Notice is given, Investor may elect to purchase or otherwise acquire any such equity security or any debt security of acquire, at the Company price and on the terms specified in (i)-(iv) abovethe Offer Notice, unless in each case the Company shall have first offered to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of such New Securities which equals the Offered Securities proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as the number applicable, of shares of capital stock any security convertible into, or any option, warrant or right to acquire, Common Stock, then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) Investor bears to the total number of the outstanding shares of capital stock Common Stock of the Company held by all Company shareholders in the aggregate. (assuming for such purposes exercisec) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4(b), conversion and exchange of all outstanding optionsthe Company may, warrants or convertible securities during the 90-day period following the expiration of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”period provided in Section 4(b), offer and (y) such additional sell the remaining unsubscribed portion of the Offered such New Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), to any Person at a price not less than, and on such other upon terms as shall have been no more favorable to the offeree than, those specified by in the Offer Notice. If the Company in writing delivered to such Offeree (does not enter into an agreement for the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity sale of the proposed transfereeNew Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the Offered Securities proposed right provided hereunder shall be deemed to be sold, revived and the terms and conditions (including price) of the proposed salesuch New Securities shall not be offered unless first reoffered to Investor in accordance with this Section 4.

Preemptive Right. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (ia) shares of Common Stock, (ii) any other equity security of In the Company, including without limitation, Preferred Stock, (iii) any debt security of event that the Company at any time proposes to issue any Common Share Equivalents (other than debt with no equity featureExcluded Securities, as defined below) including without limitation, any debt security which pursuant to an offering by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security exempt from the registration requirements of the Company specified in Securities Act of 1933, as amended (i)-(iv) abovethe "PREEMPTIVE SECURITIES"), unless in each case the Company shall have first offered to sell promptly provide written notice thereof (a portion of such securities (the “Offered Securities”"PREEMPTIVE RIGHTS NOTICE") to each Investor who holds at least 5% the Investor. Such notice shall specify total size of the then outstanding shares offering and the number and terms of Preferred Stock (each an “Offeree” type and collectively, class of Preemptive Security that the “Offerees”) as follows: each Offeree Company proposes to issue and shall include therewith any documentation relating thereto. The Investor shall have the right option, exercisable by giving written notice to the Company within five business days after receipt of the Preemptive Rights Notice (but not an obligation) the "PREEMPTIVE RIGHTS PERIOD"), to purchase from the Company such amount of the Preemptive Securities determined by dividing (x) up to that portion of the Offered Securities as the number of shares of capital stock Common Stock held by the Investor and issuable to the Investor, assuming conversion in full of any convertible securities then held by such Offeree the Investor, by (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stocky) bears to the total number of the outstanding shares of capital Common Stock then outstanding, including for purposes of this calculation all shares of Common Stock issuable upon conversion in full of any then outstanding convertible securities. (b) The provisions of this Section 4 shall not be applicable to the issuance of the following securities (the securities issued pursuant to (i) through (vii) below, "EXCLUDED SECURITIES"): (i) securities issued in connection with the acquisition by the Company of a business entity or segment of any such entity by merger, purchase of stock or assets or otherwise approved by the Board; (ii) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement, which issuance has been approved by the Board; (assuming for iii) securities issued in connection with any direct or indirect borrowings by the Company, including any type of loan or payment evidenced by any type of debt instrument; (iv) securities issued in connection with any stock split, stock dividend or similar transaction of the Company; (v) securities issued in connection with the initial underwritten public offering of Common Stock pursuant to a registration statement on Form S-1, S-2 or S-3 (or similar form of general application prescribed b▇ the Securities and Exchange Commission) (such purposes offering, an "IPO"); (vi) securities issued in connection with the conversion of any Common Stock Equivalents outstanding as of the date hereof; (vii) any securities issuable upon exercise, exchange or conversion and exchange of all outstanding options, warrants or convertible securities of any security referred to in the preceding clauses (i) through (vi). (c) Any Preemptive Securities purchased by the Investor shall be sold by the Company exercisableat the same price (except that, convertible and/or exchangeable into shares at its option, the Investor may, if the consideration proposed to be received by the Company is other than cash, pay cash in an amount equal to the fair market value (as determined by the Board) of Common Stock) (the “Basic Amount”such other consideration), and on the same terms and conditions set forth in the Preemptive Rights Notice. The closing for such transaction shall take place as proposed by the Company (but in no event (x) prior to the closing of the sale of the Preemptive Securities to the other purchasers or (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (10 business days after the “Undersubscription Amount”Investor shall have exercised its option to purchase Preemptive Securities offered pursuant to a Preemptive Rights Notice), at a price which closing the Company shall deliver certificates for the Preemptive Securities in the name of the Investor against receipt of the consideration therefor. All Preemptive Securities acquired by the Investor pursuant to this Section 4 shall automatically and on such other terms as without further action be subject to this Agreement. (d) Unless the Company shall have been specified by previously sold Preemptive Securities in the manner referred to in Section 4(a), the Company may sell any Preemptive Securities that the Investor shall decline to purchase on terms and subject to conditions that are no less favorable to the Company than those set forth in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a Preemptive Rights Notice at any time during the 120-day period of thirty (30) days from receipt thereof. The Offer shall disclose the identity following expiration of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed salePreemptive Rights Period.

Preemptive Right. The (a) Prior to the Company or any of its Subsidiaries entering into discussions or negotiations with any third party regarding any potential issuance by the Company or any of its Subsidiaries of any debt security or any indebtedness described in clause (2) of this Section 2.7(a) (any such potential issuance, a “Potential Debt Issuance”), the Company shall inform the Named Stockholders of its intention to enter into such negotiations, and the Named Stockholders shall then inform the Company if such Named Stockholder does not issuedesire to have the provisions of this Section 2.7 apply with respect to such Potential Debt Issuance. Notwithstanding anything in this Agreement to the contrary, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares if any Named Stockholder informs the Company that it does not wish to have the provisions of Common Stockthis Section 2.7 apply to such Named Stockholder with respect to such Potential Debt Issuance, then this Section 2.7 shall not apply to such Named Stockholder with respect to such Potential Debt Issuance and (ii) if any other equity security Named Stockholder is silent or affirms its desire to have the provisions of this Section 2.7 apply with respect to such Potential Debt Issuance, it shall be under no obligation to purchase any of the CompanyPreemptive Securities unless and until such Named Stockholder has exercised its preemptive rights pursuant to Section 2.7(b) below. Subject to the preceding two sentences, prior to any issuance by the Company or any of its Subsidiaries of (1) any securities (including any shares of Capital Stock or debt securities) or (2) any indebtedness in respect of borrowed money, including without limitationindebtedness evidenced by bonds, Preferred Stocknotes or similar instruments or by letters of credit or bankers acceptances (but, for the avoidance of doubt, not including trade payables) or any guarantees (iii) any debt security of the Company (in each case, other than debt with no equity feature) including without limitationExempt Issuances), any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered give written notice (a “Preemptive Notice”) thereof to sell a portion each Named Stockholder. The Preemptive Notice shall: (i) specify the security, securities or other evidence of such securities indebtedness described in Section 2.7(a)(2) above to be issued (the “Offered Preemptive Securities”) to the proposed purchasers, the date of issuance of Preemptive Securities (which date shall not be less than 15 days after the date of delivery of the Preemptive Notice), the consideration that the Company will receive therefor and all other material terms and conditions of such issuance; and (ii) contain an offer to sell to the Named Stockholders at the same price and for the same consideration to be paid by the proposed purchaser, the Preemptive Securities. (b) Subject to Section 2.7(c), for a period of ten Business Days following the delivery of such Preemptive Notice, each Investor who holds Named Stockholder shall be entitled, by written notice to the Company, to elect to purchase up to such Named Stockholder’s Pro Rata Portion of the Preemptive Securities. In the event that any such offer is accepted by any Named Stockholder, the Company shall (or shall cause such Subsidiary to) sell to such Named Stockholder, and such Named Stockholder shall purchase for the consideration and on the terms set forth in the Preemptive Notice the Preemptive Securities that such Named Stockholder has elected to purchase on the same day it issues (or would have issued) the Preemptive Securities (which day may be extended to satisfy any Conditions). (c) Notwithstanding Section 2.7(b), during the Standstill Period, with respect to any proposed issuance of Preemptive Securities described in Section 2.7(a) that has been approved by the Board (with such approval including at least 5% one ESL Director designated by ESL (or if no such Director has been so designated, any ESL Director)): (i) For a period of ten Business Days following the delivery of the then outstanding shares of Preferred Stock (each an “Offeree” and collectivelyPreemptive Notice, the “Offerees”) as follows: each Offeree ACOF shall have the right (but not an obligation) sole right, by written notice to the Company, to elect to purchase (x) up to that all or a portion of the Offered Preemptive Securities as specified in the number Preemptive Notice on the terms set forth therein; (ii) In the event that ACOF makes such election, the Company shall (or shall cause such Subsidiary to) sell to ACOF, and ACOF shall purchase from the Company for the consideration and on the terms set forth in the Preemptive Notice, the Preemptive Securities that ACOF has elected to purchase on the same day the Company (or such Subsidiary) issues (or would have issued) the Preemptive Securities (which day may be extended to satisfy any Conditions); and (iii) ESL shall not purchase any Preemptive Securities. (d) The Stockholders shall in respect of shares any issuance of capital stock then held by securities required to be issued pursuant to this Section 2.7 effect such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible increases in the authorized securities of the Company exercisableas may be necessary to permit such issuance. The Company shall comply with any applicable securities laws before issuing (or permitting any Subsidiary to issue) any securities pursuant to this Section 2.7. (e) If the Named Stockholders do not exercise their preemptive rights pursuant to this Section 2.7, convertible and/or exchangeable into shares then the Company shall be permitted to proceed with the proposed issuance of Common Stock) bears securities or other evidence of indebtedness specified in the Preemptive Notice to the total number extent not purchased by a Named Stockholder. The Company shall have 30 days after the expiration of the outstanding shares of capital stock of deadline to respond to the Company (assuming for Preemptive Notice to consummate such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”)proposed issuance, at a price not less than the price specified in the Preemptive Notice and on such other terms as shall have been specified by not less favorable to the Company than those terms set forth in writing delivered the Preemptive Notice, before the provisions of this Section 2.7 shall again be in effect with respect to any such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed saleissuance.

Preemptive Right. The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for (a) In the event of the issuance, sale sale, grant or exchange, distribution by the Company of any (i) shares of Common Stock, (ii) any other equity security Capital Stock of the Company, including without limitation, Preferred Stock, (iii) or any debt voting or other security of the Company whose distributions, interest or amounts upon liquidation varies with the income or value of the Company (other than debt with no equity featurecollectively, an "Equity Security") including without limitation, or any debt security which by its terms is convertible into or exchangeable for any such Equity Security of the Company, or any contract right measured or otherwise valued by reference thereto, each TCW/Crescent Investor and Audax Investor (as defined below) that is a Holder (which terms as used in this Section 14 and Section 15 specifically includes a holder of Warrant Shares and each TCW/Crescent Investor and Audax Investor which is a holder of Warrants or Warrant Shares) and each other Holder that, together with its Affiliates, holds Warrants or Warrant Shares (or both) representing twenty percent (20%) or more of the aggregate number of the Warrants and Warrant Shares outstanding, subject to the provisions of Section 14(d) hereof, shall (to the extent an adjustment to the Warrant Number would not be required pursuant to the provisions of Section 9 hereof as a result of such issuance, sale, grant or distribution) be entitled to participate in such issuance, sale, grant or distribution on a pro rata basis, and on the same terms and conditions (to the extent applicable to any such Holder), so that following such issuance, sale, grant or distribution each such Holder will, if it has elected to purchase or otherwise receive the new securities to be issued, sold, granted or distributed, have the same percentage of the equity security ownership of the Company (on a fully diluted basis) as such Holder had (on a fully diluted basis) prior to such issuance, sale, grant or distribution. Notwithstanding the foregoing, however, no Holder will be entitled to any such preemptive right with respect to the issuance of Equity Securities or securities convertible into or exchangeable for Equity Securities (i) in connection with an Equity Offering or a Sale of the Company, (ivii) pursuant to the Stock Option Plan, (iii) upon the exercise of any security of the Company that is a combination of debt and equity, or (v) any option, warrant option or other right to subscribe fordescribed in clause (ii) above or (iv) upon the conversion, purchase exchange or otherwise acquire exercise of any such equity security outstanding securities convertible into or exchangeable or exercisable into Common Stock. As used herein, the term "Audax Investors" means, collectively, Audax Mezzanine Fund, L.P., a Delaware limited partnership, Audax Co-Invest L.P., a Delaware limited partnership, Audax Trust Co-Invest, L.P., a Delaware limited partnership, or any debt security of their Affiliates (each, individually, an "Audax Investor"). (b) In order to exercise its preemptive rights hereunder, a Holder must (within 15 days after receipt of written notice from the Company specified describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms and such Holder's percentage allotment, which notice shall be given to each Holder at least 30 days prior to such issuance, sale, grant or distribution by the Company) deliver a written notice to the Company describing its election hereunder. (i)-(ivc) During a period of 180 consecutive days following the expiration of such 15-day period described above, unless in each case the Company shall be entitled to sell such stock or securities that the Holders have first not elected to purchase on substantially the same terms and conditions as those offered to sell a portion the Holders; provided that the sale price of such stock or securities (the “Offered Securities”) to each Investor who holds at least 5shall not be less than 95% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears sale price offered to the total number of the outstanding shares of capital Holders. Any stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified offered or sold by the Company in writing delivered after such 180-day period must be reoffered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed Holders pursuant to be sold, and the terms and conditions of this Section 14. (including priced) The rights under this Section 14 shall terminate upon the occurrence of the proposed salean Equity Offering.

Preemptive Right. For so long as any shares of Preferred Stock are outstanding, the Buyer shall have the rights set forth in this Article 10 as if it was the holder of record and beneficially of all such outstanding shares. The rights set forth herein are in favor of the Buyer and its successors and assigns, provided that any exercise procedures to be accomplished hereunder shall be performed by the Buyer or its nominee and no other person may accomplish such procedures or seek to exercise the preemptive right set forth in this Article 10. Absent an express assignment of the rights of the Buyer under this Article 10, no transfer by the Buyer of shares of Preferred Stock shall affect the rights of the Buyer hereunder. "The Buyer shall have, as if it were the holder of each and every of the issued and outstanding shares of Preferred Stock, at any time and from time to time the preemptive right to purchase, in the case of the proposed issuance by the Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchangeof, or reserve or set aside for issuance, sale or exchangethe proposed granting by the Company of shares of, any (i) shares of Common Stock, (ii) any other equity security class of the Company's stock ("Capital Stock"), including without limitationor any rights to subscribe for or to purchase, Preferred Stockor any options for the purchase of, (iii) Common Stock or any debt security of the Company (other than debt with no equity feature) including without limitation, any debt security which by its terms is stock or securities convertible into or exchangeable for Common Stock (including, without limitation, interests in the Operating Partnership) (such rights or options being hereinafter referred to as "Options" and such convertible or exchangeable stock or securities being hereinafter referred to as "Convertible Securities"). On each occasion that the Company proposes to issue Capital Stock, Options or Convertible Securities, or any equity security of the Companyforegoing, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any debt security of the Company specified in (i)-(iv) above, unless in each case the Company shall have first offered give to sell a portion of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up to that portion of the Offered Securities as the number of shares of capital stock then held by such Offeree (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) bears to the total number of the outstanding shares of capital stock of the Company (assuming for such purposes exercise, conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Offeree (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transferee, the Offered Securities proposed to be sold, and the terms and conditions (including price) of the proposed sale.the

Preemptive Right. Subject to the terms and conditions specified in this Section 2.4, the Company hereby grants to the Investor a right of first offer with respect to future sales by the Company of its Securities (as hereinafter defined). Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock ("Securities"), the Company shall first make an offering of such Securities to the Investor in accordance with the following provisions: (a) The Company shall not issue, sell or exchange, agree or obligate itself deliver a notice ("Notice") to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any the Investor stating (i) shares of Common Stockits bona fide intention to offer such Securities, (ii) any other equity security the number of the Company, including without limitation, Preferred Stocksuch Securities to be offered, (iii) any debt security of the Company (other than debt with no equity feature) including without limitationprice, any debt security if any, for which by its terms is convertible into or exchangeable for any equity security of the Companyit proposes to offer such Securities, and (iv) any security other material terms of such offer. (b) Within fifteen (15) calendar days after receipt of the Company that is a combination of debt and equityNotice, or (v) any option, warrant or other right the Investor may elect to subscribe for, purchase or otherwise acquire any such equity security or any debt security of obtain, at the Company price and on the terms specified in (i)-(iv) abovethe Notice, unless in each case the Company shall have first offered up to sell a portion an amount of such securities (the “Offered Securities”) to each Investor who holds at least 5% of the then outstanding shares of Preferred Stock (each an “Offeree” and collectively, the “Offerees”) as follows: each Offeree shall have the right (but not an obligation) to purchase (x) up Securities equal to that portion of such Securities which equals the Offered Securities as proportion that the number of shares of capital stock Common Stock then issued or issuable to the Investor upon exercise of the Warrants held by such Offeree the Investor bears to the sum of the number of shares of Common Stock then issued and outstanding plus the number of shares of Common Stock issuable upon (assuming for such purposes exercise, i) conversion and exchange of all outstanding options, warrants or convertible securities of the Company exercisablethen outstanding and (ii) exercise of all options and warrants then outstanding. The Investor shall be entitled to apportion the right of first offer hereby granted among itself and its partners and affiliates in such proportions as it deems appropriate. (c) If all Securities which the Investor is entitled to purchase pursuant to this Section 2.4 are not elected to be obtained as provided in subsection 2.4(b) hereof, convertible and/or exchangeable into shares of Common Stockthe Company may, during the one hundred eighty (180) bears to day period following the total number expiration of the outstanding shares of capital stock of the Company (assuming for period provided in subsection 2.4(b) hereof, offer such purposes exercise, conversion and exchange of all outstanding options, warrants unsubscribed Securities to any person or convertible securities of the Company exercisable, convertible and/or exchangeable into shares of Common Stock) (the “Basic Amount”), and (y) such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their respective Basic Amounts (the “Undersubscription Amount”), persons at a price not less than, and on such other upon terms as shall have been not materially more favorable to the offeree than, those specified by in the Notice. If the Company in writing delivered to does not enter into an agreement for the sale of the Securities within such Offeree (the “Offer”)period, which Offer by its terms shall remain open and irrevocable for a period of or if such agreement is not consummated within thirty (30) days from receipt thereof. The Offer shall disclose the identity of the proposed transfereeexecution thereof, the Offered Securities proposed right provided hereunder shall be deemed to be soldrevived. (d) The right of first offer in this Section 2.4 shall not be applicable (i) to the issuance or sale of shares of capital stock (or options therefor) to employees, and officers, directors, consultants or other parties eligible to receive options under the terms and conditions Company's stock option plan or plans, (including priceii) to the issuance or sale of the proposed saleCompany's securities to leasing entities or financial institutions in connection with commercial leasing or borrowing transactions, (iii) to, or after consummation of, the Company's Initial Public Offering, (iv) to conversions of convertible securities or exercises of exercisable securities, (v) to any issuance of securities in connection with any acquisition, business combination, reorganization, merger or similar event, (vi) to any issuance of securities in connection with the settlement or resolution of the disputes (as more fully described in the Schedule of Exceptions to the Purchase Agreement) between the Company and each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, or (vii) after the tenth anniversary of this Agreement.