Common use of Preemptive Right Clause in Contracts

Preemptive Right. (a) If at any time after the Issuance Date the Company desires to issue or sell for cash any additional Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), the Company shall give a written notice (the "Issuance Notice") to the holders of Class C Shares setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response Notice") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "

Preemptive Right. From the First Closing Date until the earlier to occur of (a) If at any time after the Issuance first anniversary of the First Closing Date and (b) the first date on which the Investor ceases to beneficially own 5% of the issued and outstanding Common Stock, the Company desires and its subsidiaries shall not issue or sell any Subject Securities without first complying with this Section 6(f). The Company hereby grants to the Investor the preemptive right to purchase, pro rata, all or any part of the Subject Securities that the Company or any of its subsidiaries may, from time to time, propose to sell or issue. In the event that Subject Securities are offered or sold as part of a unit with other securities, the Investor must, if the Investor elects to exercise its preemptive right to purchase the Subject Securities, exercise its preemptive right with respect to all of the securities comprising part of the units on the same terms that the Company proposes to offer such units to other parties. The Investor’s pro rata share for purposes of this Section 6(f) is the ratio that the number of shares of Common Stock beneficially owned by the Investor immediately before giving effect to the proposed issuance of the Subject Securities bears to the total number of shares of Common Stock then issued and outstanding. In the event the Company proposes to issue or sell for cash any additional Common Shares Subject Securities, it shall give the Investor written notice of its intention, describing the type of Subject Securities and the price and terms upon which the Company proposes to issue or sell the Subject Securities. In the event that the Subject Securities include securities convertiblethe acquisition of which by the Investor would result in the Investor becoming an “Acquiring Person” or similar status within the meaning of the Rights Agreement of the Company dated December 11, exercisable or exchangeable for the Company's Common Shares 2007 (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended, the “Rights Agreement”), the Company shall give a written notice (take such action as is necessary, including amending the "Issuance Notice") to the holders of Class C Shares setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares to be issued, Rights Agreement or structuring the proposed issuance of Subject Securities, so that the Investor will not become such an Acquiring Person or similar status. The Investor shall have five Business Days from the date and of such notice to irrevocably agree to purchase up to its pro rata share of the Subject Securities for the price at which such Additional Shares shall be issued. Each of and upon the holders of Class C Shares shall have terms (including brokerage, transaction, acquisition, advisory, due diligence, origination or similar fees, but excluding expense reimbursements and underwriting discounts, fees or commissions) specified in the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised notice by giving written notice to the Company (stating the "Response Notice") within 14 days quantity of Subject Securities agreed to be purchased. The Investor acknowledges that the acquisition of the Issuance Notice that contains an agreement Subject Securities may be subject to purchase all or any portion stockholder approval under the rules of the Additional Shares New York Stock Exchange and subject to which any required approval from any Governmental Entity. In the event the Investor fails to exercise such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give the Response Notice to the Company preemptive right within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Noticefive Business Day period, the Company shall have 90 days to sell the right Subject Securities not agreed to issue or sell to any Person (a "Third Party Buyer") up to be purchased by the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices Investor at the same price and on other upon the same terms not materially less favorable to the Company than as specified in the Issuance NoticeCompany’s notice described above. At In the time of event the closing of Company has not sold the sale of the Additional Shares to one or more Third Party BuyersSubject Securities within such ninety-day period, the Company shall not thereafter issue or sell to any Subject Securities without first offering such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase securities in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has manner provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "above.

Preemptive Right. (a) If at any time after After the Issuance Date the Company desires to issue or sell for cash any additional Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended)date hereof, the Company shall ----------------- give a prior written notice to the Purchaser of the proposed private placement of any Capital Stock or other equity securities by the Company for cash, other than (i) issuances pursuant to the Company's equity compensation or stock option plans and (ii) issuances pursuant to the Rights Plan (each a "Issuance NoticeNew Issuance") at ------------ a price below $6.20 per share (with appropriate adjustment made for any stock dividend, split-up or subdivision or any combination or reclassification made or effected subsequent to the holders Closing Date). Such notice shall specify the number and class of Class C Shares setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares securities to be issued, the proposed issuance date rights, terms and privileges thereof and the price at which such Additional Shares shall securities will be issued. Each of the holders of Class C Shares shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving By written notice to the Company (given within 15 Business Days of being notified of such New Issuance, the "Response Notice") within 14 days Purchaser shall be entitled to purchase all, but not less than all, of the Issuance Notice Capital Stock or other securities contemplated by the New Issuance; provided, -------- however, that contains an agreement the Purchaser shall not have any right to purchase securities ------- pursuant to this Section 5.7 if, prior to a sale of securities to the Purchaser pursuant to this Section 5.7, such securities would be required to be registered under the Act; provided further that if the Purchaser does not timely notify the -------- ------- Company of its election to purchase all or any portion of the Additional Shares to which such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give New Issuance on the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares terms specified in the foregoing notice, or unless the Company or the placement agent for the New Issuance Notice less reasonably believes that including the number Purchaser in the group of Additional Shares subscribed investors for the New Issuance will materially adversely affect the Company's ability to consummate the New Issuance on the terms specified in such notice, then the Purchaser shall be permitted to invest in the New Issuance in such amount to be reasonably determined in good faith by the Company. The closing of any purchase pursuant to duly tendered Response Notices this Section 5.7 shall be held at the same price time and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time place of the closing of the sale of the Additional Shares to one or more Third Party Buyersof, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the same terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Noticeand conditions as, the Company has not completed the issuance described in the Issuance NoticeNew Issuance, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights or at such other time and obligations of place as the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "transaction may agree.

Preemptive Right. (a) If at any time after the Issuance Date the Company desires Holdings proposes to issue or sell for cash any additional Common Shares voting securities, including voting securities issued upon exercise, conversion or exchange of any other securities convertible(collectively, exercisable or exchangeable for the Company's Common Shares (the "Additional SharesNew Securities") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), Holdings shall, to the Company shall extent reasonably practicable, prior to consummating the issuance of the New Securities (and if not reasonably practicable, then within ten days following consummation of such issuance), give a written notice (the "Issuance Holdings Notice") to PMI, stating the holders number of Class C Shares setting forth New Securities, the proposed price per share, the terms of payment and all other terms and conditions on which Holdings proposes to make or has made such issuance; it being understood that (i) the sale issuance of securities that are exercisable for or convertible or exchangeable into voting securities shall not be deemed an issuance of the underlying voting securities until such Additional Shares exercise, conversion or exchange, (ii) New Securities shall not include securities issuable in connection with any stock split, stock dividend or recapitalization of Holdings where such securities are issued to all shareholders of Holdings on a proportionate basis and (iii) in the quantity case of Additional Shares a proposed public offering as to be issuedwhich the price is not known as of the time the Holdings Notice is given, the proposed Holdings Notice shall specify the range of expected prices as determined in good faith by Holdings. With respect to any such issuance date of New Securities, PMI shall have, as hereinafter provided, the option to purchase from Holdings for cash up to the number of securities of the same class and/or series as the New Securities such that after giving effect to the issuance of New Securities (including the issuance to PMI pursuant to the preemptive rights in this Section 5(a) and including any related issuance resulting from the exercise of preemptive rights by any unrelated Person with respect to the same issuance) PMI's Voting Percentage would equal PMI's Voting Percentage calculated without giving effect to the issuance of New Securities and any related issuance resulting from the exercise of preemptive rights with respect to the same issuance, in each case at the price at which such Additional Shares per share and on the other terms stated in the Holdings Notice (except that (i) if the New Securities are issued for consideration other than cash, PMI shall be issued. Each pay the Fair Market Value thereof and (ii) if the Holdings Notice sets forth a range of the holders of Class C Shares prices, PMI shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response Notice") within 14 days of the Issuance Notice that contains an agreement to purchase all or any applicable portion of the Additional Shares New Securities at the price the New Securities are sold to the public in connection with such public offering, it being understood, however, that in the event such price falls outside the range set forth in the Holdings Notice, the Company shall again comply with this Section 5 prior to issuing the New Securities). In the case of a proposed public offering as to which such holder the price is not known as of Class C Shares the time the Holdings Notice is entitled to purchasegiven, the Holdings Notice shall specify the range of expected prices as determined in good faith by Holdings. Failure by a holder of Class C Shares to give the Response Notice Notwithstanding anything herein to the Company contrary, with respect to any issuances of New Securities pursuant to the exercise of options, rights or other awards under any employee, officer or director benefit plans or arrangements, (i) the Holdings Notice shall only be required within ten days following each December 31 and shall be made in respect of all such 14-day issuances made during the preceding one year period ending on such December 31 (except with respect to the first such notice after the Effective Date, which shall relate only to issuances made during the period from the Effective Date through such December 31) and (ii) the price per share of the New Securities shall be deemed to be a rejection of the average closing price for such option. For a New Securities for the 30-trading period of 180 days after any Issuance Noticeending on the relevant December 31; provided, however, that if no such average closing price is available because the New Securities are not publicly traded or otherwise, the Company price per share shall have be the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time Fair Market Value of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and New Securities measured on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "December 31.

Preemptive Right. So long as SUBSCRIBER and its affiliates beneficially own at least 20% of the Shares sold to SUBSCRIBER under this Subscription Agreement and the shares of common stock that were purchased under the Subscription Agreement dated May 22, 2000 and may be acquired under the Purchase Option dated May 22, 2000 (a"Purchase Option"), if ISSUER elects to sell, for cash, New Securities (as hereinafter defined) If at any time after prior to the Issuance Date four year anniversary date of this Subscription Agreement, SUBSCRIBER will have the Company desires right to issue or sell for cash purchase from ISSUER on the same terms as the proposed sale, up to that number of securities being offered as will maintain its then percentage ownership of ISSUER's Common Stock calculated on a fully diluted basis, but based solely on the Shares purchased hereunder and under the Subscription Agreement dated May 22, 2000 and underlying the Purchase Option and not including any additional shares of Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), the Company Stock which may be owned by SUBSCRIBER. ISSUER shall give a written notice to the SUBSCRIBER in writing (the "Issuance ISSUER Notice") at least ten business days prior to the holders proposed closing date of Class C Shares setting forth such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed terms sale including, without limitation, the nature and number of securities to be sold, the nature of such sale, the consideration to be paid, and the name and address of the sale of such Additional Shares and prospective purchasers ("Buyer"). Upon the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each giving of the holders of Class C Shares ISSUER Notice, SUBSCRIBER shall have the option to purchase right, but not the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Noticeobligation, which option may be exercised exercisable by giving written notice to the Company (the "Response Notice") ISSUER within 14 five business days after receipt of the Issuance Notice that contains an agreement ISSUER Notice, to indicate to ISSUER its desire to purchase all or any portion its permitted number of securities being sold in the Additional Shares to which such holder of Class C Shares proposed sale on the same terms and conditions as ISSUER is entitled to purchaseselling the securities in the proposed sale. Failure by a holder of Class C Shares to give The SUBSCRIBER will purchase the Response Notice to the Company within such 14-day period shall be deemed securities to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices offered and purchased under this section at the same price and on other terms not materially less favorable to the Company than time as specified in the Issuance Notice. At the time of the closing of the sale proposed sale, and if SUBSCRIBER does not elect to purchase any of the Additional Shares shares of common stock within said five days, then SUBSRIBER will be deemed to one have waived its right to buy such offered shares. For purposes of this Section 8, "New Securities" means any shares of capital stock of the ISSUER, including Common Stock and preferred stock, whether now authorized or more Third Party Buyersnot, and rights, options or warrants to purchase said shares of Common Stock or preferred stock of the ISSUER, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or preferred stock; provided, however, "New Securities" does not include (i) the shares of Common Stock issuable upon exercise of the Purchase Option as such term is defined under the Subscription Agreement dated May 22, 2000, (ii) securities issuable upon exercise or conversion of securities outstanding on the date hereof, (iii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iv) securities issued to employees, officers or directors of, or consultants to, the Company shall sell ISSUER, or issued or issuable to banks or other institutional lenders or lessors in connection with capital asset leases or borrowings for the acquisition of capital assets, landlords, or other providers of goods and services to the ISSUER, in each case, if pursuant to any arrangement approved by the board of directors of the ISSUER (including securities issued upon exercise or conversion of any such holder securities), (v) securities issued for cash, not to exceed $500,000, not including the Parker family investment, in any private placement by ISSUER on terxx xxt more favorable then those to the SUBSCRIBER, subject to an agreement entered into within ten business days after the date of Class C Shares and this Subscription Agreement (including securities issued upon exercise or conversion of any such holder securities), or (vi) any issuance of Class C Shares shall purchase capital stock of the Additional Shares that such holder ISSUER upon the exercise or conversion of Class C Shares agreed to purchase in derivative securities, the Response Notice, at issuance of which triggered the price and on the terms pre-emptive rights set forth in the Issuance Noticethis Section 8. If at the end This provision will be deemed to supersede Section 8 "Preemptive Right" of the 180th day following any Issuance NoticeSubscription Agreement dated May 22, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "2000.

Preemptive Right. Seller and Buyer acknowledge and agree that the Property is subject to the right of first offer, right of first refusal or similar preemptive right to purchase in favor of a third party, more particularly described in Schedule 2.3 attached hereto (the "Preemptive Right”). As soon as reasonably practicable, but in no event later than five (5) business days after the Effective Date, Seller shall prepare and deliver (unless the same has previously been prepared and delivered) to the holder of the Preemptive Right (“Right Holder”) a notice that is effective to offer or otherwise trigger the Preemptive Right in accordance with the terms of the Preemptive Right and such Right Notice shall request that the Right Holder execute an affirmative waiver of the Preemptive Right with respect to the transactions contemplated in this Agreement in accordance with the terms of the Preemptive Right (“Right Notice”). Buyer acknowledges that the Right Holder is or may be entitled to receive a copy of this executed Agreement in order to trigger the applicable Preemptive Right. Seller shall concurrently provide Buyer with a copy of the Right Notice that is sent to the Right Holder and shall use commercially reasonable efforts (but in no event shall Seller be required to incur any cost or expense) to obtain an affirmative written waiver from the Right Holder of such Right Holder’s Preemptive Right as they relate to the transactions contemplated in this Agreement; it being understood and agreed, however, that the Preemptive Right may survive the transactions contemplated in this Agreement in connection with future sales or other transfers of the Preemptive Right Property to a subsequent purchaser. Seller hereby acknowledges and agrees that Buyer’s obligation to purchase the Preemptive Right Property is contingent on the Right Holder either (i) executing a written affirmative waiver of the Right Holder’s Preemptive Right, or (ii) electing not to (or failing to) timely exercise such Right Holder’s Preemptive Right in accordance with the terms of the Preemptive Right prior to the Scheduled Closing Date (the “Waiver Conditions”). Seller shall promptly notify Buyer and Escrow Holder in writing if and when either of the Waiver Conditions are satisfied (the “Waiver Notice”) and (a) If at if the Waiver Condition referenced in clause (i) above is satisfied, an original version of the affirmative written waiver shall be enclosed with the Waiver Notice, and (b) if the Waiver Condition in clause (ii) above is satisfied, an original executed written statement from Seller certifying that the applicable Right Holder has failed to timely exercise its Preemptive Right in accordance with the terms of any such Preemptive Right shall be enclosed with the Waiver Notice (the “Waiver Evidence”). In the event the Right Holder timely exercises its Preemptive Right, this Agreement will be terminated and the deposit refunded to Buyer. Alternatively, in the event the Right Holder does not exercise its Preemptive Right by the Scheduled Closing Date because such Right Holder is pursuing its Preemptive Right and/or the time period allotted such Right Holder to decide whether to exercise its Preemptive Right (the date which is three business days after the Issuance Date the Company desires to issue or sell for cash any additional Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), the Company shall give a written notice (the "Issuance Notice") to the holders of Class C Shares setting forth the proposed terms of the sale expiration of such Additional Shares and allotted time period is herein called the quantity of Additional Shares to be issued“Outside Preemptive Right Closing Date”) has not expired by the applicable Scheduled Closing Date, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response Notice") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company then Buyer shall have the right to issue terminate this Agreement or sell extend the applicable Scheduled Closing Date until a date that is no later than two business days after the Outside Preemptive Right Closing Date. Subject to any Person (Section 2.4 below, in no event shall Seller be liable to Buyer, or be deemed to be in default under this Agreement if it fails to obtain Waiver Evidence or a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from Right Holder exercises its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "Preemptive Right.

Preemptive Right. (a) If at the Issuer or any time after the Issuance Date the Company desires subsidiary proposes to issue to any party other than the Issuer or sell for cash a wholly owned subsidiary of the Issuer any additional Common Shares shares of capital stock or securities convertible, exercisable or exchangeable for or convertible into shares of capital stock (“Capital Stock Equivalents”), then the Company's Common Shares Issuer shall first offer all of such capital stock or Capital Stock Equivalents (the "Additional Shares"“New Securities”) to any Person (other than as part the Holder on the terms described herein by delivery of a public offering registered under the Securities Act of 1933, as amended), the Company shall give a written notice (the "Issuance a “Preemptive Rights Notice"”) to the holders Holder. Each Preemptive Rights Notice shall set forth (i) a description of Class C Shares setting forth the proposed New Securities, (ii) the price to be received in exchange therefor, (iii) the number of New Securities being offered and (iv) any other material terms of the sale proposed issuance. Upon receipt of such Additional Shares and the quantity of Additional Shares to be issueda Preemptive Rights Notice, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares Holder shall have the option right to purchase (or to cause its affiliates to purchase) from the number of Additional Shares necessary to maintain such holder's Ownership Percentage Issuer its pro rata portion (as defined below) at the time determined on a fully diluted basis of the Issuance NoticeIssuer’s issued and outstanding securities, which option may be exercised by giving written notice to including the Company (shares of common stock underlying the "Response Notice"outstanding Warrants) within 14 days of the Issuance Notice that contains an agreement New Securities, for the purchase price (payable in cash) and upon the other terms and conditions set forth in such Preemptive Rights Notice. If the Holder or its affiliate desires to purchase all or any part of its pro rata portion of the Additional Shares New Securities, the Holder shall deliver a written notice to which such holder the Issuer setting forth the number of Class C Shares is entitled New Securities that the Holder or affiliate desires to purchase. Failure Such written notice shall be delivered within 10 days after the date of receipt of the Preemptive Rights Notice by a holder of Class C Shares to give the Response Notice to Holder. Such notice shall, when taken in conjunction with the Company within such 14-day period shall Preemptive Rights Notice, be deemed to be constitute a rejection valid, legally binding and enforceable agreement for the sale and purchase of such optionthe Holder’s pro rata portion (determined on a fully diluted basis of the Issuer’s issued and outstanding securities, including the shares of common stock underlying the outstanding Warrants) of the New Securities. For a period The closing of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number each sale of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for New Securities pursuant to duly tendered Response Notices this Section shall take place at the same price and on other terms not materially less favorable to offices of the Company Issuer as soon as practicable, but no later than as specified in the Issuance Notice. At the time date of the closing of the first sale of New Securities other than pursuant to the Additional Shares to one or more Third Party Buyers, Preemptive Rights Notice. Any New Securities that are not purchased as provided in this Section may be sold during the Company shall sell to such holder 120-day period following the deadline for acceptance by the Holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase offer set forth in the Response Notice, at Preemptive Rights Notice to any other Person (including other stockholders of the Issuer and/or their affiliates) for the price and on upon the terms set forth in the Issuance Preemptive Rights Notice. If at After such 120-day period, no New Securities may be sold by the end Issuer or any subsidiary without again complying with the requirements of this Section 2 with regard to such New Securities. Notwithstanding anything herein to the 180th day following any Issuance Noticecontrary, the Company has provisions of this Section 2 shall not completed the issuance described apply to capital stock or Capital Stock Equivalents which are proposed to be and are issued in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offeringPermitted Financing. For purposes hereinof this Section 2, "a “Permitted Financing” shall mean (A) issuances of shares of Common Stock or options to employees, officers, directors or consultants of the Issuer pursuant to any stock or option plan duly adopted by a majority of the independent, non-employee members of the Board of Directors of the Issuer or a majority of the members of a committee of independent, non-employee directors established for such purpose; (B) issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date this Amendment becomes effective; and (C) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the independent, disinterested directors, but not including a transaction with an entity whose primary business is investing in securities or a transaction the primary purpose of which is to raise capital.

Preemptive Right. (a) If at any time after the Issuance Date the Company desires to issue or sell for cash any additional Common Shares shares of its capital stock or securities convertible, exercisable or exchangeable for the Company's Common Shares capital stock (other than Non-Preemptive Shares) (the "Additional SharesADDITIONAL SHARES") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended)Person, the Company shall give a written notice (the "Issuance NoticeISSUANCE NOTICE") to the holders of Class C Shares Purchasers setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares Purchasers shall have the option to purchase the number of Additional Shares necessary to maintain such holderPurchaser's Ownership Percentage (as defined below) percentage of issued and outstanding shares of the Company at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response NoticeRESPONSE NOTICE") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares Purchaser is entitled to purchase. Failure by a holder of Class C Shares Purchaser to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party BuyerTHIRD PARTY BUYER") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares Purchaser and such holder of Class C Shares Purchaser shall purchase the Additional Shares that such holder of Class C Shares Purchaser agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares Purchaser that has provided a Response Notice shall be released from its obligations thereunder. If the Company desires to issue or sell Additional Shares, (i) after such 180-day period, (ii) except in connection with an Initial Public Offering, on terms materially less favorable to the Company than as specified in the Issuance Notice, (iii) except in connection with an Initial Public Offering, at a price less than the price specified in the Issuance Notice or (iv) except in connection with an Initial Public Offering, in a quantity greater than as specified in the Issuance Notice, the Company must again comply with this SECTION 5(E). If the Company desires to take any of the actions set forth in clauses (ii), (iii) or (iv) of the prior sentence in connection with an Initial Public Offering, each Purchaser, at its option, shall be released from its obligations under its Response Notice. The rights and obligations of the parties pursuant to this paragraph SECTION 5(E) shall terminate upon the closing of an initial public offering. For purposes herein, "Initial Public Offering.

Preemptive Right. (a) If at any time after the Issuance Date the Company desires Holdings proposes to issue or sell for cash any additional Common Shares voting securities, including voting securities issued upon exercise, conversion or exchange of any other securities convertible(collectively, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended“New Securities”), Holdings shall, to the Company shall extent reasonably practicable, prior to consummating the issuance of the New Securities (and if not reasonably practicable, then within ten days following consummation of such issuance), give a written notice (the "Issuance “Holdings Notice"”) to PMI, stating the holders number of Class C Shares setting forth New Securities, the proposed price per share, the terms of payment and all other terms and conditions on which Holdings proposes to make or has made such issuance; it being understood that (i) the sale issuance of securities that are exercisable for or convertible or exchangeable into voting securities shall not be deemed an issuance of the underlying voting securities until such Additional Shares exercise, conversion or exchange, (ii) New Securities shall not include securities issuable in connection with any stock split, stock dividend or recapitalization of Holdings where such securities are issued to all shareholders of Holdings on a proportionate basis and (iii) in the quantity case of Additional Shares a proposed public offering as to be issuedwhich the price is not known as of the time the Holdings Notice is given, the proposed Holdings Notice shall specify the range of expected prices as determined in good faith by Holdings. With respect to any such issuance date of New Securities, PMI shall have, as hereinafter provided, the option to purchase from Holdings for cash up to the number of securities of the same class and/or series as the New Securities such that after giving effect to the issuance of New Securities (including the issuance to PMI pursuant to the preemptive rights in this Section 5(a) and including any related issuance resulting from the exercise of preemptive rights by any unrelated Person with respect to the same issuance) PMI’s Voting Percentage would equal PMI’s Voting Percentage calculated without giving effect to the issuance of New Securities and any related issuance resulting from the exercise of preemptive rights with respect to the same issuance, in each case at the price at which such Additional Shares per share and on the other terms stated in the Holdings Notice (except that (i) if the New Securities are issued for consideration other than cash, PMI shall be issued. Each pay the Fair Market Value thereof and (ii) if the Holdings Notice sets forth a range of the holders of Class C Shares prices, PMI shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response Notice") within 14 days of the Issuance Notice that contains an agreement to purchase all or any applicable portion of the Additional Shares New Securities at the price the New Securities are sold to the public in connection with such public offering, it being understood, however, that in the event such price falls outside the range set forth in the Holdings Notice, the Company shall again comply with this Section 5 prior to issuing the New Securities). In the case of a proposed public offering as to which such holder the price is not known as of Class C Shares the time the Holdings Notice is entitled to purchasegiven, the Holdings Notice shall specify the range of expected prices as determined in good faith by Holdings. Failure by a holder of Class C Shares to give the Response Notice Notwithstanding anything herein to the Company contrary, with respect to any issuances of New Securities pursuant to the exercise of options, rights or other awards under any employee, officer or director benefit plans or arrangements, (i) the Holdings Notice shall only be required within ten days following each December 31 and shall be made in respect of all such 14-day issuances made during the preceding one year period ending on such December 31 (except with respect to the first such notice after the Effective Date, which shall relate only to issuances made during the period from the Effective Date through such December 31) and (ii) the price per share of the New Securities shall be deemed to be a rejection of the average closing price for such option. For a New Securities for the 30-trading period of 180 days after any Issuance Noticeending on the relevant December 31; provided, however, that if no such average closing price is available because the New Securities are not publicly traded or otherwise, the Company price per share shall have be the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time Fair Market Value of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and New Securities measured on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "December 31.

Preemptive Right. (a) If at any time after the Issuance Date the Company desires to issue or sell for cash any additional Common Shares shares of its capital stock or securities convertible, exercisable or exchangeable for the Company's Common Shares capital stock (other than Non-Preemptive Shares) (the "Additional SharesADDITIONAL SHARES") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended)Person, the Company shall give a written notice (the "Issuance NoticeISSUANCE NOTICE") to the holders of Class C Shares Purchasers setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares Purchasers shall have the option to purchase the number of Additional Shares necessary to maintain such holderPurchaser's Ownership Percentage (as defined below) percentage of issued and outstanding shares of the Company at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response NoticeRESPONSE NOTICE") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares Purchaser is entitled to purchase. Failure by a holder of Class C Shares Purchaser to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party BuyerTHIRD PARTY BUYER") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares Purchaser and such holder of Class C Shares Purchaser shall purchase the Additional Shares that such holder of Class C Shares Purchaser agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the -12- <PAGE> issuance described in the Issuance Notice, each holder of Class C Shares Purchaser that has provided a Response Notice shall be released from its obligations thereunder. If the Company desires to issue or sell Additional Shares, (i) after such 180-day period, (ii) except in connection with an Initial Public Offering, on terms materially less favorable to the Company than as specified in the Issuance Notice, (iii) except in connection with an Initial Public Offering, at a price less than the price specified in the Issuance Notice or (iv) except in connection with an Initial Public Offering, in a quantity greater than as specified in the Issuance Notice, the Company must again comply with this SECTION 5(E). If the Company desires to take any of the actions set forth in clauses (ii), (iii) or (iv) of the prior sentence in connection with an Initial Public Offering, each Purchaser, at its option, shall be released from its obligations under its Response Notice. The rights and obligations of the parties pursuant to this paragraph SECTION 5(E) shall terminate upon the closing of an initial public offeringInitial Public Offering. For purposes herein, "(f)

Preemptive Right. (a) If at any time after the Issuance Date the Company desires to issue or sell for cash any additional Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares shares (the "Additional ADDITIONAL Shares") of its capital stock that entitle the holder thereof to any Person voting rights (other than as part of a public offering registered under the Securities Act of 1933, as amended)Non-Preemptive Shares) to any Person, the Company shall give a written notice (the "Issuance NoticeISSUANCE NOTICE") to the holders of Class C Shares Purchasers setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares Purchasers shall have the option to purchase the number of Additional Shares necessary to maintain such holderPurchaser's Ownership Percentage (as defined below) percentage of issued and outstanding voting shares of the Company at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response NoticeRESPONSE NOTICE") within 14 days of the Issuance Notice that contains an unconditional agreement to purchase all or any portion (and not less than all) of the Additional Shares to which such holder of Class C Shares Purchaser is entitled to purchase. Failure by a holder of Class C Shares Purchaser to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period At the option of 180 the Company, within 14 days after any Issuance Notice, of Company's receipt of the Company shall have the right to issue Response Notice or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyersany Persons pursuant to the next sentence, the Company shall sell to such holder of Class C Shares Purchaser and such holder of Class C Shares Purchaser shall purchase the Additional Shares that such holder of Class C Shares Purchaser agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end For a period of the 180th day following 270 days after any Issuance Notice, the Company has shall have the right to issue or sell to any Person up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares pursuant to duly tendered Response Notices at a price and on terms not completed materially less favorable to the issuance described Company than as specified in the Issuance Notice. If the Company desires to issue or sell Additional Shares, each holder of Class C Shares that has provided (i) after such 270-day period, (ii) on terms materially less favorable to the Company than as specified in the Issuance Notice or (iii) in a Response Notice shall be released from its obligations thereunderquantity greater than as specified in the previous sentence, the Company must again comply with this Section 5(g). The rights and obligations of the parties pursuant to this paragraph Section 5(g) shall terminate upon the closing of an initial public offering. For purposes herein, "Initial Public Offering.

Preemptive Right. So long as Leucadia National Corporation (a"Leucadia") If beneficially owns at least 20% of the Shares sold to them on March 26, 2003, on May 22, 2000 and may be acquired by Leucadia under the Purchase Option dated May 22, 2000 ("Purchase Option"), if ISSUER elects to sell, for cash, New Securities (as hereinafter defined) at any time after prior to the Issuance Date four year anniversary date of this Subscription Agreement, SUBSCRIBER will have the Company desires right to issue or sell for cash purchase from ISSUER on the same terms as the proposed sale, up to that number of securities being offered as will maintain its then percentage ownership of ISSUER's Common Stock calculated on a fully diluted basis, but based solely on the Shares purchased by Leucadia on Marcy 26, 2003 and under the Subscription Agreement dated May 22, 2000 axx xxderlying the Purchase Option and not including any additional shares of Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), the Company Stock which may be owned by Leucadia. ISSUER shall give a written notice to the SUBSCRIBER in writing (the "Issuance ISSUER Notice") at least ten business days prior to the holders proposed closing date of Class C Shares setting forth such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed terms sale including, without limitation, the nature and number of securities to be sold, the nature of such sale, the consideration to be paid, and the name and address of the sale of such Additional Shares and prospective purchasers ("Buyer"). Upon the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each giving of the holders of Class C Shares ISSUER Notice, SUBSCRIBER shall have the option to purchase right, but not the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Noticeobligation, which option may be exercised exercisable by giving written notice to the Company (the "Response Notice") ISSUER within 14 five business days after receipt of the Issuance Notice that contains an agreement ISSUER Notice, to indicate to ISSUER its desire to purchase all or any portion its permitted number of securities being sold in the Additional Shares to which such holder of Class C Shares proposed sale on the same terms and conditions as ISSUER is entitled to purchaseselling the securities in the proposed sale. Failure by a holder of Class C Shares to give The SUBSCRIBER will purchase the Response Notice to the Company within such 14-day period shall be deemed securities to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices offered and purchased under this section at the same price and on other terms not materially less favorable to the Company than time as specified in the Issuance Notice. At the time of the closing of the sale proposed sale, and if SUBSCRIBER does not elect to purchase any of the Additional Shares shares of common stock within said five days, then SUBSRIBER will be deemed to one have waived its right to buy such offered shares. For purposes of this Section 8, "New Securities" means any shares of capital stock of the ISSUER, including Common Stock and preferred stock, whether now authorized or more Third Party Buyersnot, and rights, options or warrants to purchase said shares of Common Stock or preferred stock of the ISSUER, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or preferred stock; provided, however, "New Securities" does not include (i) the shares of Common Stock issuable upon exercise of the Purchase Option as such term is defined under the Subscription Agreement dated May 22, 2000, (ii) securities issuable upon exercise or conversion of securities outstanding on the date hereof, (iii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iv) securities issued to employees, officers or directors of, or consultants to, the Company shall sell ISSUER, or issued or issuable to banks or other institutional lenders or lessors in connection with capital asset leases or borrowings for the acquisition of capital assets, landlords, or other providers of goods and services to the ISSUER, in each case, if pursuant to any arrangement approved by the board of directors of the ISSUER (including securities issued upon exercise or conversion of any such holder securities), (v) securities issued for cash, not to exceed $500,000,(excluding shares sold to the Parker family and Leucadia) in any private placement by ISSUER subject xx xx agreement entered into within ten business days after the date of Class C Shares and this Subscription Agreement (including securities issued upon exercise or conversion of any such holder securities), or (vi) any issuance of Class C Shares shall purchase capital stock of the Additional Shares that such holder ISSUER upon the exercise or conversion of Class C Shares agreed to purchase in derivative securities, the Response Notice, at issuance of which triggered the price and on the terms pre-emptive rights set forth in the Issuance Noticethis Section 8. If at the end This provision will be deemed to supersede Section 8 "Preemptive Right" of the 180th day following any Issuance NoticeSubscription Agreement dated May 22, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "2000.

Preemptive Right. (a) If at any time after the Issuance Date the Company desires to issue or sell for cash (a "Transaction") any additional Common Shares of its securities (except (i) to its employees who are not officers or securities convertibledirectors, exercisable or exchangeable for (ii) to its employees who are officers and/or directors under the Company's Common Shares existing savings plan and (iii) to its employees who are officers and/or directors pursuant to the exercise of stock options granted or that may be granted under the current terms of the Company's existing stock option plan), including the issuance or sale of any option or warrant or any indebtedness convertible into any equity securities of the Company (the "Additional SharesOffered Securities") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), the Company shall give must comply with the provisions of this Section prior to consummating any Transaction of any Offered Securities. In connection with any issuance of sale of Offered Securities, the Company agrees to submit to Tri-Link a written notice offer (the "Issuance Offer") to sell, on the same terms and conditions, including price, a portion of the Offered Securities, so that the percentage of ownership and voting rights of Tri-Link in the Company's securities immediately before the consummation of the Transaction will be the same as immediately following the consummation of the Transaction ("Tri-Link's Portion"). The Offer shall disclose the price, the number of Offered Securities, the rights, benefits, terms and other provisions of the Offered Securities and any other the terms and conditions of the Transaction. Tri-Link shall have the irrevocable and exclusive option, but not the obligation (the "Option"), to purchase all or a portion of Tri-Link's Portion of the total number of Offered Securities in the Transaction. The Option shall be exercisable by Tri-Link by giving notice of such exercise (the "Exercise Notice") to the holders of Class C Shares setting forth the proposed terms Company within ten business days following receipt of the Offer. The Exercise Notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response Notice") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares is entitled to purchasesecurities. Failure by a holder of Class C Shares Tri-Link to exercise the Option or to give the Response an Exercise Notice to the Company within such 14-day period shall be deemed an election by Tri-Link not to be a rejection of such option. For a period of 180 days after any Issuance Notice, exercise the Option and if Tri-Link does not exercise the Option then the Company shall have may sell the right to issue or sell to Offered Securities at any Person (a "Third Party Buyer") up to time during the number of Additional Shares specified ensuing 60 days in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on strict conformity with the terms set forth in the Issuance NoticeOffer. Any such sale shall be at a price and upon other terms and conditions, if any, not more favorable to the purchaser of the Offered Securities than those specified in the Offer. If at the end of the 180th such 60-day following any Issuance Notice, period the Company has not completed sold the issuance described in Offered Securities, all restrictions on the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations sale or transfer of the parties pursuant Offered Securities set forth in this Section shall again be in effect. Notwithstanding anything in this Section to this paragraph the contrary, Tri-Link shall terminate upon not have the closing Option with respect to any given Transaction to purchase any of an initial public offering. For purposes hereinthe Offered Securities, "if the lead underwriter or bona fide third party placement agent retained by the Company in connection with the offering of the Offered Securities reasonably determines in writing prior to the commencement of such offering that the exercise of the Option by Tri-Link would materially and adversely affect the offering of the Offered Securities.

Preemptive Right. This subparagraph (ab) If at shall apply to any time after the Issuance Date the Company desires offers by Rio Grande to issue or sell for cash New Securities after Rio Grande first complies with subparagraph (a) above. Rio Grande hereby grants to Purchaser a right of first refusal to purchase, on a pro rata basis, all or any additional Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of New Securities (as defined below) which Rio Grande may, from time to time, propose to sell and issue to third parties, subject to the terms and conditions set forth below. The Purchaser's pro rata share, for purposes of this subparagraph (b) shall equal a public offering registered under the Securities Act of 1933, as amended)fraction, the Company numerator of which is the number of shares of Common Stock then held by Purchaser and/or issuable upon conversion or exercise of any Preferred Stock, convertible securities, options, rights or warrants then held by Purchaser, and the denominator of which is the total number of shares of Common Stock then outstanding or issuable upon conversion or exercise of any Preferred Stock, convertible securities, options, rights or warrants. If this subparagraph (b) applies, Rio Grande shall give a Purchaser written notice (of its intention to issue or sell New Securities, describing the "Issuance Notice") to the holders type of Class C Shares setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares New Securities to be issued, the proposed issuance date price thereof and the price at general terms upon which Rio Grande proposes to effect such Additional Shares shall be issuedissuance. Each of the holders of Class C Shares Purchaser shall have seven (7) business days from the option date of when any such notice is received to agree to purchase all or part of its pro rata share of such New Securities for the number of Additional Shares necessary to maintain such holderprice and upon the general terms and conditions specified in Rio Grande's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised notice by giving written notice to Rio Grande stating the Company (quantity of New Securities to be so purchased. If Purchaser fails to exercise the "Response Notice") within 14 days foregoing right of the Issuance Notice that contains an agreement first refusal with respect to purchase all or any portion of the Additional Shares to which such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give the Response Notice to the Company New Securities within such 147-day period shall be deemed (or the additional seven-day period provided for overallotments), Rio Grande may within the balance of the 120 days set forth in subparagraph (a) sell any or all of such New Securities not agreed to be purchased by Purchaser, at a rejection of price and upon general terms no more favorable to the purchasers thereof than specified in the notice given to Purchaser pursuant to above. In the event Rio Grande has not sold such option. For a period of 180 days after any Issuance NoticeNew Securities within such 120-day period, the Company Rio Grande shall have the right to not thereafter issue or sell any New Securities without first offering such New Securities to any Person (a "Third Party Buyer") up to the number of Additional Shares specified Purchaser in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified manner provided in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "subparagraph (a) above.

Preemptive Right. The Company hereby grants to each holder of Notes, shares of Common Stock issuable upon conversion of the Notes, or Amended Purchased Shares a preemptive right to purchase any New Securities (aas defined in the Notes) If at any time after the Issuance Date that the Company desires may, from time to time, propose to issue and sell; provided, however, that at the time of any such offer or sell for cash sale holder shall qualify as an “accredited investor” as that term is defined in Rule 501(a) of the 1933 Act. Such preemptive right shall allow each such holder to purchase its pro rata amount or number of the New Securities proposed to be issued (based on the Common Stock equivalents held by or issuable to all holders of Notes, shares of Common Stock issuable upon conversion of the Notes or Amended Purchased Shares). In the event any additional Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part holder of a public offering registered under the right to purchase New Securities Act of 1933, as amended)does not elect to exercise its right so to purchase, the Company shall give a written all electing holders notice (the "Issuance Notice") to the thereof and electing holders of Class C Shares setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares shall have the option right to purchase such unpurchased New Securities on a pro rata basis until all of the New Securities are purchased, or until no other holder of a right to purchase New Securities desires to purchase any additional New Securities, in which case the Company may sell such unpurchased New Securities to prospective purchasers on the terms described in the notice of proposed issuance for a period of seventy-five (75) days, but thereafter may sell additional New Securities only after delivering another notice as described herein. The preemptive right granted hereunder shall terminate if unexercised within fifteen (15) Business Days after receipt of notice from the Company. Notwithstanding anything contained herein to the contrary, no such notice shall contain any material non-public information. If the Company proposes to undertake an issuance of New Securities, it shall give each holder of this preemptive right written notice of its intention, describing the class and number of Additional Shares necessary securities it intends to maintain such holder's Ownership Percentage issue as New Securities, the purchase price therefor (as defined belowwhich shall be payable solely in cash) at and the time terms upon which the Company proposes to issue the same. Each holder of the Issuance Notice, which option may preemptive right shall have a reasonable time (not to be exercised by giving written notice to less than fifteen (15) Business Days from the Company (the "Response Notice") within 14 days date of its receipt of the Issuance Notice that contains an agreement notice) to elect to purchase all or any portion of such New Securities for the Additional Shares to which such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give purchase price and upon the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares terms specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable notice by giving written notice to the Company than as specified in Company, stating therein the Issuance Notice. At the time quantity of the closing of the sale of the Additional Shares New Securities to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "purchased.

Preemptive Right. Unless it shall have first delivered to the Buyer, at least forty eight (a48) If at any time after hours prior to the Issuance Date closing of such Future Offering (as defined herein), written notice describing the Company desires proposed Future Offering (“Offering Notice”), including the terms and conditions thereof, identity of the proposed purchaser and proposed definitive documentation to issue or sell for cash any additional Common Shares or be entered into in connection therewith, and providing the Buyer an option during the forty eight (48) hour period following delivery of such notice to participate in such offering to purchase its pro rata share of the securities convertible, exercisable or exchangeable for being offered in the Company's Common Shares Future Offering on the same terms as contemplated by such Future Offering (the "Additional Shares") limitations referred to any Person (other than in this sentence and the preceding sentence are collectively referred to as part of a public offering registered under the Securities Act of 1933, as amended“Preemptive Right”), the Company shall give a written notice will not conduct any equity (or debt with an equity component) financing in an amount less than $150,000 (“Future Offering(s)”) during the period beginning on the Closing Date and ending nine (9) months following the Closing Date (the "Issuance Notice") to “Rights Period”). In the holders event the terms and conditions of Class C Shares setting forth the a proposed terms Future Offering are amended in any respect after delivery of the sale of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (Buyer concerning the "Response Notice") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Noticeproposed Future Offering, the Company shall have the right to issue or sell to any Person (deliver a "Third Party Buyer") up new notice to the number Buyer describing the amended terms and conditions of Additional Shares specified in the Issuance Notice less proposed Future Offering and the number Buyer thereafter shall have an option during the forty eight (48) hour period following delivery of Additional Shares subscribed for pursuant such new notice to duly tendered Response Notices at purchase its pro rata share of the securities being offered on the same price and on other terms not materially less favorable as contemplated by such proposed Future Offering, as amended. Notwithstanding anything contained herein to the Company than as specified in the Issuance Notice. At the time contrary, any subsequent offer by an investor, or an affiliate of the closing of the sale of the Additional Shares to one or more Third Party Buyerssuch investor, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and identified on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response an Offering Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant is subject to this paragraph shall terminate upon Section 4(h) and the closing of an initial public offering. For purposes herein, "Preemptive Right during the Rights Period.

Preemptive Right. (a) If at any time after the Issuance Date the Company desires to issue or sell for cash any additional Common Shares shares of its capital stock or securities convertible, exercisable or exchangeable for the Company's Common Shares capital stock (other than Non-Preemptive Shares) (the "Additional SharesADDITIONAL SHARES") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended)Person, the Company shall give a written notice (the "Issuance NoticeISSUANCE NOTICE") to the holders of Class C Shares Purchasers setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each of the holders of Class C Shares Purchasers shall have the option to purchase the number of Additional Shares necessary to maintain such holderPurchaser's Ownership Percentage (as defined below) percentage of issued and outstanding shares of the Company at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response NoticeRESPONSE NOTICE") within 14 days of the Issuance Notice that contains an agreement to purchase all or any portion of the Additional Shares to which such holder of Class C Shares Purchaser is entitled to purchase. Failure by a holder of Class C Shares Purchaser to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party BuyerTHIRD PARTY BUYER") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares Purchaser and such holder of Class C Shares Purchaser shall purchase the Additional Shares that such holder of Class C Shares Purchaser agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares Purchaser that has provided a Response Notice shall be released from its obligations thereunder. If the Company desires to issue or sell Additional Shares, (i) after such 180-day period, (ii) except in connection with an Initial Public Offering, on terms materially less favorable to the Company than as specified in the Issuance Notice, (iii) except in connection with an Initial Public Offering, at a price less than the price specified in the Issuance Notice or (iv) except in connection with an Initial Public Offering, in a quantity greater than as specified in the Issuance Notice, the Company must again comply with this Section 5(g). If the Company desires to take any of the actions set forth in clauses (ii), (iii) or (iv) of the prior sentence in connection with an Initial Public Offering, each Purchaser, at its option, shall be released from its obligations under its Response Notice. The rights and obligations of the parties pursuant to this paragraph Section 5(g) shall terminate upon the closing of an initial public offering. For purposes herein, "Initial Public Offering.

Preemptive Right. Except with respect to Exempt Issuances (a) If at any time after the Issuance Date as defined in Section 4.1(b)), if the Company desires proposes to issue any shares of Capital Stock ("New Shares"), warrants, options or sell for cash any additional Common Shares other rights to acquire Capital Stock ("Rights") or notes, debentures or other securities convertible, exercisable convertible into or exchangeable for the Company's Common Shares shares of Capital Stock (the "Additional SharesConvertible Securities") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), the Company shall give will deliver to the Fund a written notice (the "New Issuance Notice") not more than 45 days, and not less than 15 days, prior to the holders date of Class C Shares setting forth the proposed terms of the sale completion of such Additional Shares and issuance (the quantity of Additional Shares to be issued"New Issuance") or, if earlier, the proposed issuance date and of execution of definitive documentation with respect thereto, stating the price at which such Additional Shares shall be issuedand other terms and conditions thereof. Each of the holders of Class C Shares The Fund shall have the option to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time right, exercisable within 10 days of the receipt by the Fund of the New Issuance Notice, which option may to purchase (or be exercised by giving written notice issued without consideration if the New Shares, Rights or Convertible Securities to be issued in the Company New Issuance (the "Response NoticeNew Issuance Securities") within 14 days of the Issuance Notice that contains an agreement are to purchase be issued without consideration) all or any portion part of its Pro Rata Share of the Additional Shares to which such holder of Class C Shares is entitled to purchase. Failure by a holder of Class C Shares to give the Response Notice to the Company within such 14-day period shall be deemed to be a rejection of such option. For a period of 180 days after any New Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, Securities at the price and on the terms on which the Company proposes to make the New Issuance, such price to be paid in full in cash or by check against the issuance and delivery of the New Issuance Securities; provided, however, that if the Company proposes to issue any notes, debentures or other debt securities of the Company to which are attached any Rights exercisable for a nominal exercise price, the Fund may purchase all or any part of its Pro Rata Share of such Rights by purchasing the note, debenture or other debt security to which such Right is attached, in the time period and at the price and terms (including payment therefor) specified above for New Issuance Securities. "Pro Rata Share" means the product of (x) the number of New Issuance Securities and (y) a fraction, the numerator of which is the number of shares of Capital Stock (assuming full exercise of the Warrants) held by the Fund and the denominator of which is the number of shares of Capital Stock outstanding on a fully diluted basis. Any New Issuance Securities (including any securities acquired upon exercise, conversion or exchange of any Rights or Convertible Securities) acquired by the Fund pursuant to this Section 4.1(a) shall be subject to all the restrictions on Transfer set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "Agreement.

Preemptive Right. Notwithstanding Borrower's LLC Agreement (a) If at any time after as defined in the Issuance Date Assignment Agreement), upon the Company desires to issue or sell for cash any additional Common Shares or securities convertible, exercisable or exchangeable for assignment of the Company's Common Shares Membership Interests (as defined in the "Additional Shares"Assignment Agreement) to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amendedLender pursuant to SECTION 3(c)(iii), Borrower grants to Lender the Company preemptive right to purchase up to Lender's Proportionate Interest (defined below) of any Membership Interests that Borrower may, from time to time, propose to sell to any other person; provided, however, that Lender shall not have any preemptive right with respect to the distribution by, or exchange offer of, Borrower of its securities to all of its members of any Membership Interests that is made pro rata, based on the percentage of the outstanding Membership Interests owned by each Assignor (as defined in the Assignment Agreement) and Lender. As used in this Agreement, "PROPORTIONATE INTEREST" means the quotient of the Membership Interests owned by Lender, divided by the total Membership Interests issued and outstanding. If Borrower proposes to sell securities in a transaction subject to the preemptive right granted in this Section, then Borrower shall give a Lender written notice (the a "Issuance NoticePREEMPTIVE RIGHT NOTICE") to of Borrower's intention, describing the holders type of Class C Shares setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares securities to be issued, the proposed issuance date sold and the price and general terms upon which Borrower proposes to sell such securities. If the price specified in the Preemptive Right Notice is payable in whole or in part in property (including without limitation the securities of any other issuer) other than cash, then Lender shall pay cash in lieu of such property, at which the fair market value of such Additional Shares shall be issuedproperty determined in good faith by Assignors and Lender. Each of the holders of Class C Shares Lender shall have 15 days from the option date the Preemptive Right Notice is given to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response Notice") within 14 days of the Issuance Notice that contains an agreement notify Borrower whether Lender elects to purchase all or any portion of Lender's Proportionate Interest of such securities for the Additional Shares identical price and upon the same general terms specified in the Preemptive Right Notice. Such notice (the "ELECTION NOTICE") shall be in writing and shall state the quantity of such securities to which such holder of Class C Shares is entitled to purchasebe so purchased. Failure by a holder of Class C Shares to give the Response Notice to the Company within such 14-day period If Lender does not timely deliver an Election Notice, it shall be deemed to be a rejection of have waived its preemptive rights with respect to such option. For a period of sale, provided that Borrower consummates the sale within 180 days after any Issuance Notice, the Company shall have expiration of such 15 day period at a price equal to or greater than the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares price specified in the Issuance Preemptive Right Notice less the number of Additional Shares subscribed for pursuant given to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to Lender by Borrower under this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "Section.

Preemptive Right. So long as SUBSCRIBER and its affiliates beneficially own at least 30% of the Shares and the common stock underlying the Purchase Option sold to SUBSCRIBER under this Subscription Agreement, if ISSUER elects to sell, for cash, New Securities (aas hereinafter defined) If at any time after prior to the Issuance Date six year anniversary of the Company desires date of this Subscription Agreement, SUBSCRIBER will have the right to issue or sell for cash purchase from ISSUER on the same terms as the proposed sale, up to that number of securities being offered as will maintain its then percentage ownership of ISSUER's Common Stock calculated on a fully diluted basis, but based solely on the Shares purchased hereunder and underlying the Purchase Option and not including any additional shares of Common Shares or securities convertible, exercisable or exchangeable for the Company's Common Shares (the "Additional Shares") to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amended), the Company Stock which may be owned by SUBSCRIBER. ISSUER shall give a written notice to the SUBSCRIBER in writing (the "Issuance ISSUER Notice") at least ten business days prior to the holders proposed closing date of Class C Shares setting forth such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed terms sale including, without limitation, the nature and number of securities to be sold, the nature of such sale, the consideration to be paid, and the name and address of the sale of such Additional Shares and prospective purchasers ("Buyer"). Upon the quantity of Additional Shares to be issued, the proposed issuance date and the price at which such Additional Shares shall be issued. Each giving of the holders of Class C Shares ISSUER Notice, SUBSCRIBER shall have the option to purchase right, but not the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Noticeobligation, which option may be exercised exercisable by giving written notice to the Company (the "Response Notice") ISSUER within 14 five business days after receipt of the Issuance Notice that contains an agreement ISSUER Notice, to indicate to ISSUER its desire to purchase all or any portion its permitted number of securities being sold in the Additional Shares to which such holder of Class C Shares proposed sale on the same terms and conditions as ISSUER is entitled to purchaseselling the securities in the proposed sale. Failure by a holder of Class C Shares to give The SUBSCRIBER will purchase the Response Notice to the Company within such 14-day period shall be deemed securities to be a rejection of such option. For a period of 180 days after any Issuance Notice, the Company shall have the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares specified in the Issuance Notice less the number of Additional Shares subscribed for pursuant to duly tendered Response Notices offered and purchased under this section at the same price and on other terms not materially less favorable to the Company than time as specified in the Issuance Notice. At the time of the closing of the sale proposed sale. For purposes of this Section 8, "New Securities" means any shares of capital stock of the Additional Shares ISSUER, including Common Stock and preferred stock, whether now authorized or not, and rights, options or warrants to one purchase said shares of Common Stock or more Third Party Buyerspreferred stock of the ISSUER, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or preferred stock; provided, however, "New Securities" does not include (i) the shares of Common Stock issuable upon exercise of the Purchase Option, (ii) securities issuable upon exercise or conversion of securities outstanding on the date hereof, (iii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iv) securities issued to employees, officers or directors of, or consultants to, the Company shall sell ISSUER, or issued or issuable to banks or other institutional lenders or lessors in connection with capital asset leases or borrowings for the acquisition of capital assets, landlords, or other providers of goods and services to the ISSUER, in each case, if pursuant to any arrangement approved by the board of directors of the ISSUER (including securities issued upon exercise or conversion of any such holder securities), (v) securities issued for cash in any private placement by ISSUER subject to an agreement entered into within ten business days after the date of Class C Shares and this Subscription Agreement (including securities issued upon exercise or conversion of any such holder securities), or (vi) any issuance of Class C Shares shall purchase capital stock of the Additional Shares that such holder ISSUER upon the exercise or conversion of Class C Shares agreed to purchase in derivative securities, the Response Notice, at issuance of which triggered the price and on the terms pre-emptive rights set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "Section 8.

Preemptive Right. Notwithstanding RWC's LLC Agreement (a) If at any time after as defined in the Issuance Date Assignment Agreement), upon the Company desires to issue or sell for cash any additional Common Shares or securities convertible, exercisable or exchangeable for assignment of the Company's Common Shares Membership Interests (as defined in the "Additional Shares"Assignment Agreement) to any Person (other than as part of a public offering registered under the Securities Act of 1933, as amendedLender pursuant to SECTION 3(c)(iv), RWC grants to Lender the Company preemptive right to purchase up to Lender's Proportionate Interest (defined below) of any Membership Interests that RWC may, from time to time, propose to sell to any other person; provided, however, that Lender shall not have any preemptive right with respect to the distribution by, or exchange offer of, RWC of its securities to all of its members of any Membership Interests that is made pro rata, based on the percentage of the outstanding Membership Interests owned by each Assignor (as defined in the Assignment Agreement) and Lender. As used in this Agreement, "PROPORTIONATE INTEREST" means the quotient of the Membership Interests owned by Lender, divided by the total Membership Interests issued and outstanding. If RWC proposes to sell securities in a transaction subject to the preemptive right granted in this Section, then RWC shall give a Lender written notice (the a "Issuance NoticePREEMPTIVE RIGHT NOTICE") to of RWC's intention, describing the holders type of Class C Shares setting forth the proposed terms of the sale of such Additional Shares and the quantity of Additional Shares securities to be issued, the proposed issuance date sold and the price and general terms upon which RWC proposes to sell such securities. If the price specified in the Preemptive Right Notice is payable in whole or in part in property (including without limitation the securities of any other issuer) other than cash, then Lender shall pay cash in lieu of such property, at which the fair market value of such Additional Shares shall be issuedproperty determined in good faith by Assignors and Lender. Each of the holders of Class C Shares Lender shall have 15 days from the option date the Preemptive Right Notice is given to purchase the number of Additional Shares necessary to maintain such holder's Ownership Percentage (as defined below) at the time of the Issuance Notice, which option may be exercised by giving written notice to the Company (the "Response Notice") within 14 days of the Issuance Notice that contains an agreement notify RWC whether Lender elects to purchase all or any portion of Lender's Proportionate Interest of such securities for the Additional Shares identical price and upon the same general terms specified in the Preemptive Right Notice. Such notice (the "ELECTION NOTICE") shall be in writing and shall state the quantity of such securities to which such holder of Class C Shares is entitled to purchasebe so purchased. Failure by a holder of Class C Shares to give the Response Notice to the Company within such 14-day period If Lender does not timely deliver an Election Notice, it shall be deemed to be a rejection of have waived its preemptive rights with respect to such option. For a period of sale, provided that RWC consummates the sale within 180 days after any Issuance Notice, the Company shall have expiration of such 15 day period at a price equal to or greater than the right to issue or sell to any Person (a "Third Party Buyer") up to the number of Additional Shares price specified in the Issuance Preemptive Right Notice less the number of Additional Shares subscribed for pursuant given to duly tendered Response Notices at the same price and on other terms not materially less favorable to the Company than as specified in the Issuance Notice. At the time of the closing of the sale of the Additional Shares to one or more Third Party Buyers, the Company shall sell to such holder of Class C Shares and such holder of Class C Shares shall purchase the Additional Shares that such holder of Class C Shares agreed to purchase in the Response Notice, at the price and on the terms set forth in the Issuance Notice. If at the end of the 180th day following any Issuance Notice, the Company has not completed the issuance described in the Issuance Notice, each holder of Class C Shares that has provided a Response Notice shall be released from its obligations thereunder. The rights and obligations of the parties pursuant to Lender by RWC under this paragraph shall terminate upon the closing of an initial public offering. For purposes herein, "Section.