Common use of Preemptive Right Clause in Contracts

Preemptive Right. (a) Prior to the effective date of its Exchange Listing, the Company hereby grants to each Stockholder (each, a “Preemptive Stockholder”) the right to purchase its pro rata portion of any new Class B Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any party. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 4.01(a) to the Preemptive Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Class B Common Stock on a fully diluted basis that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Preemptive Stockholder shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on the issuance date and (ii) a fraction determined by dividing (A) the number of shares of Class B Common Stock owned by such Preemptive Stockholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by delivering a written notice to the Company. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Preemptive Stockholder in writing of the number of New Securities that each Preemptive Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all or any portion of such Non-Exercising Stockholder's allotment (the “Over-allotment New Securities”) by giving written notice to the Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder elects to exercise its right of over-allotment, each Exercising Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Stockholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within thirty (30) days after the expiration of the Over-allotment Exercise Period (subject to the extension of such thirty (30) day period for a reasonable time not to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Stockholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

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) Prior at any time prior to the effective date six year anniversary of its Exchange Listing, the Company hereby grants to each Stockholder (each, a “Preemptive Stockholder”) the right to purchase its pro rata portion of any new Class B Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any party. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 4.01(a) to the Preemptive Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Class B Common Stock on a fully diluted basis that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Preemptive Stockholder shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchasethis Subscription Agreement, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on the issuance date and (ii) a fraction determined by dividing (A) the number of shares of Class B Common Stock owned by such Preemptive Stockholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by delivering a written notice to the Company. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Preemptive Stockholder in writing of the number of New Securities that each Preemptive Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all or any portion of such Non-Exercising Stockholder's allotment (the “Over-allotment New Securities”) by giving written notice to the Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder elects to exercise its right of over-allotment, each Exercising Stockholder shall SUBSCRIBER will have the right to purchase from ISSUER on the same terms as the proposed sale, up to that number of Over-allotment New Securities it elected 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 Stock which may be owned by SUBSCRIBER. ISSUER shall give notice to the SUBSCRIBER in writing ("ISSUER Notice") at least ten business days prior to the proposed closing date of such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed 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 prospective purchasers ("Buyer"). Upon the giving of the ISSUER Notice, SUBSCRIBER shall have the right, but not the obligation, exercisable by written notice to the ISSUER within five business days after receipt of the ISSUER Notice, to indicate to ISSUER its desire to purchase its permitted number of securities being sold in its written noticethe proposed sale on the same terms and conditions as ISSUER is selling the securities in the proposed sale. The SUBSCRIBER will purchase the securities to be offered and purchased under this section at the same time as the closing of the proposed sale. 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 not, 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, that if however, "New Securities" does not include (i) the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its pro rata portion shares of Common Stock issuable upon exercise of the available Over-allotment New 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 based upon Act, (iv) securities issued to employees, officers or directors of, or consultants to, the relative Preemptive Pro Rata Portions 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 Exercising Stockholders. ISSUER (eincluding securities issued upon exercise or conversion of any such securities), (v) The Company shall be free securities issued for cash in any private placement by ISSUER subject to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed an agreement entered into within thirty (30) ten business days after the expiration date of this Subscription Agreement (including securities issued upon exercise or conversion of any such securities), or (vi) any issuance of capital stock of the Over-allotment Exercise Period (subject to ISSUER upon the extension exercise or conversion of such thirty (30) day period for a reasonable time not to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time periodderivative securities, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to issuance of which triggered the Stockholders in accordance with the procedures pre-emptive rights set forth in this Section 4.018. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Preemptive Right. (a) Prior to Each of the effective date Parties having ownership of its Exchange Listing, the Company Joint Venture hereby grants to each Stockholder the other Parties owning an interest in the Joint Venture the right of first refusal to acquire its respective percentage ownership of the Joint Venture on the terms hereof. In the event that any of the Parties (each, a “Preemptive StockholderSelling Party”) receives an offer to purchase all or any portion of its percentage ownership of the right Joint Venture (the “Offered Interests”), then the Selling Party shall immediately notify the other Parties in writing (the “Notice”) of the offer and disclose the terms and conditions thereof, including but not limited to the offered price (the “Offered Price”). The other Parties may, but shall not be obligated to, purchase its pro rata shares of the Offered Interests at the Offered Price. Within 60 days of receipt of the Notice (the “Expiration Date”), each of the Parties desiring to purchase its pro rata portion of the Offered Interests shall notify the Selling Party of its intention to exercise this right of first refusal. If any new Class B Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any party. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 4.01(a) to the Preemptive Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Class B Common Stock on a fully diluted basis that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Preemptive Stockholder shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on the issuance date and (ii) a fraction determined by dividing (A) the number of shares of Class B Common Stock owned by such Preemptive Stockholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by delivering a written notice to the Company. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Preemptive Stockholder in writing of the number of New Securities that each Preemptive Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all or any portion of such Non-Exercising Stockholder's allotment (the “Over-allotment New Securities”) by giving written notice to the Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder Parties elects to exercise its right of over-allotmentfirst refusal, each Exercising Stockholder then the closing shall have occur not later than 90 days after the Expiration Date. If less than all of the Parties elect to exercise the right of first refusal, the exercising Parties shall be entitled to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its their pro rata portion of the available Overnon-allotment New Securities based upon the relative Preemptive Pro Rata Portions exercising Parties. If none of the Exercising Stockholders. (e) The Company shall be free Parties elects to complete exercise its right of first refusal or all Parties fail to respond before the proposed issuance or Expiration Date, then the Selling Party may sell the Offered Interests at the Offered Price to the offering third party. If such sale of New Securities described in the Issuance Notice with respect to any New Securities does not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed occur within thirty (30) 90 days after the expiration Expiration Date, then the Selling Party must again offer the right of the Over-allotment Exercise Period (subject first refusal to the extension of such thirty (30) day period for a reasonable time not all Parties prior to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals)sale. In the event the Company has not sold such New Securities within such time periodCHAPTER 15: AMENDMENT, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Stockholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.ALTERATION AND TERMINATION OF THIS AGREEMENT

Preemptive Right. (a) Prior If the Corporation proposes to offer New Securities to any person or entity at any time, the Corporation shall, before such offer, deliver to the effective Investors an offer (the "Offer') to issue the New Securities to them upon the terms set forth in this Section. The Offer shall state that the Corporation proposes to issue New Securities and specify their number and terms (including purchase price). The Offer shall remain open and irrevocable for a period of 20 days (the "Preemptive Period") from the date of its Exchange Listing, the Company hereby grants to each Stockholder (each, a “Preemptive Stockholder”) the right to purchase its pro rata portion of any new Class B Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any partydelivery. (b) The Company shall give written Each Investor may accept the Offer by delivering to the Corporation a notice (an “Issuance the "Purchase Notice”") within the Preemptive Period. The Purchase Notice shall state the number (the "Preemptive Number") of any proposed New Securities such Investor desires to purchase. If the sum of all Preemptive Numbers exceeds the number of New Securities, the New Securities shall be allocated among the Investors that delivered a Purchase Notice pro rata in accordance with their Pro rata Amounts; provided, however, that each Investor shall not be required to purchase the Preemptive Number of New Securities. (c) The issuance or sale described in Section 4.01(a) of New Securities to the Preemptive Stockholders within five (5) Business Days following any meeting Investors who delivered a Purchase Notice shall be made on a business day, as designated by the Corporation, not less than 10 and not more than 30 days after expiration of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material Preemptive Period on those terms and conditions of the proposed issuance, including:Offer not inconsistent with this Section. (id) If the number of New Securities proposed to be issued and exceeds the percentage sum of the Company’s outstanding Class B Common Stock on a fully diluted basis that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each all Preemptive Stockholder shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance NoticeNumbers, the amount of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on the issuance date and (ii) a fraction determined by dividing (A) the number of shares of Class B Common Stock owned by Corporation may issue such Preemptive Stockholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by delivering a written notice to the Company. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Preemptive Stockholder in writing of the number of New Securities that each Preemptive Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all excess or any portion of such Non-Exercising Stockholder's allotment (the “Over-allotment New Securities”) by giving written notice to the Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder elects to exercise its right of over-allotment, each Exercising Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Stockholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with thereof on the terms and conditions set forth in of the Issuance Notice (except that the amount of New Securities Offer to be issued any person or sold by the Company may be reduced) so long as such issuance or sale is closed entity within thirty (30) 90 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such thirty (30) day period for a reasonable time not to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Stockholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.Preemptive

Preemptive Right. (a) Prior to the effective date The Company will not, and will not permit any of its Exchange ListingAffiliates (as defined below) to, the Company hereby grants to each Stockholder (eachsell, a “Preemptive Stockholder”) the right to purchase its pro rata portion pledge, encumber or otherwise transfer any shares of any new Class B Common Stock at a Cash Price (other than any Excluded Securitiesas defined below) below the then Current Market Value (as defined below) (the “New Securities”"Offer Price") of the Common Stock as of any date (the "Offer Date") without first giving ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ prior notice thereof (an "Offer Notice") and the opportunity to purchase a number of Additional Shares (the "Offered Additional Shares") at such Offer Price such that the Investment Percentage shall equal the quotient of: (i) the sum of (A) the number of Shares held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ immediately prior to the Offer Date and (B) the Offered Additional Shares, divided by (ii) the sum of (without duplication) (X) the total number of outstanding shares of Common Stock immediately prior to the Offer Date, (Y) the number of shares of Common Stock so sold, pledged, encumbered or otherwise transferred and (Z) the Offered Additional Shares. The Offer Notice shall constitute an offer (the "Offer") by the Company may from time to time propose sell the Offered Securities to issue or sell to any party▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at the Offer Price. (b) The Company shall give written notice (an “Issuance Notice”) Offer may be accepted within 60 days of any proposed issuance or sale described in Section 4.01(a) to the Preemptive Stockholders within five (5) Business Days following any meeting receipt by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the Board at which any such issuance or sale is approved. The Issuance Offer Notice shall set forth and, if accepted, the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Class B Common Stock on a fully diluted basis that such issuance would represent; (ii) the proposed issuance date, which Offered Additional Shares shall be at least twenty (20) purchased within 60 days from after such acceptance. If the date of Offer is not accepted or the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Preemptive Stockholder shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on the issuance date and (ii) a fraction determined by dividing (A) the number of shares of Class B Common Stock owned by such Preemptive Stockholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by delivering a written notice to the Company. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following the expiration of the Exercise PeriodOffered Additional Shares are not purchased as contemplated above, the Company shall notify each Preemptive Stockholder in writing of may sell the number of New Securities that each Preemptive Stockholder has agreed Offered Additional Shares to purchase (including, for such prospective purchaser or transferee at a price not less than the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all or any portion of such Non-Exercising Stockholder's allotment (the “Over-allotment New Securities”) by giving written notice to the Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocableOffer Price. If more than one Exercising Stockholder elects the sale to exercise its right of over-allotment, each Exercising Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Stockholders. (e) The Company shall be free to complete the proposed issuance such prospective purchaser or sale of New Securities described in the Issuance Notice with respect to any New Securities transferee is not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) consummated as contemplated above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within thirty (30) 45 days after the expiration of the Over60-allotment Exercise Period (subject day period or earlier irrevocable rejection of such Offer or failure to purchase the Offered Securities after acceptance of the Offer, no sale may be made by the Company without again complying with this Section 9. Payment for any Additional Shares sold to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to this Section 9 shall be made by wire transfer to the extension account of such thirty (30) day period for a reasonable time not to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within in immediately available funds upon delivery of the Additional Shares at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at such time periodon such date as shall be agreed to by the parties hereto. (c) If the consideration offered by the prospective purchaser or transferee includes non-cash consideration, the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not thereafter issue or sell any New Securities without first again offering in good faith seek to agree upon the value of such securities non-cash consideration. If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Company fail to the Stockholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation agree on such value within 30 days following receipt by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the issuance of any New Securities Offer Notice, then the items in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities dispute shall be issued free referred to a nationally recognized investment banking firm selected jointly by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), Company. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Company shall so represent and warrant to share all expenses of such investment banking firm. The value of any securities offered as consideration shall be the purchasers thereofthen current market value of such securities determined on a fully diluted basis, and further represent the value of any property other than securities shall be the then current market value of such property. If a determination under this paragraph (c) is required, any date for acceptance of an Offer provided for in paragraph (b) of this Section 9 shall be postponed until the second business day after the date of such determination. All determinations made pursuant to this paragraph (c) shall be final and warrant to such purchasers that such New Securities shall be, upon issuance thereof to binding on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer Company. (d) For purposes of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.this section:

Preemptive Right. (a) Prior If the Company proposes to offer New Securities to any Person at any time, the Company shall, before such offer, deliver to the effective Investors an offer (the "Offer") to issue to the Investors their pro rata share of such New Securities such that the Investors may maintain their relative Common Stock equity position, on an as-converted basis upon the terms set forth in this Section. The Offer shall state that the Company proposes to issue New Securities and specify their number and terms (including purchase price). The Offer shall remain open and irrevocable for a period of 30 days (the "Preemptive Period") from the date of its Exchange Listing, the Company hereby grants to each Stockholder (each, a “Preemptive Stockholder”) the right to purchase its pro rata portion of any new Class B Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any partydelivery. (b) The Each Investor may accept the Offer by delivering to the Company shall give written a notice (an “Issuance the "Purchase Notice”") within the Preemptive Period. The Purchase Notice shall state the number (the "Preemptive Number") of any proposed New Securities such Investor desires to purchase. If the sum of all Preemptive Numbers exceeds the number of New Securities, the New Securities shall be allocated among the Investors that delivered a Purchase Notice PRO RATA in accordance with their Pro Rata Amounts; PROVIDED, HOWEVER, that each Investor shall not be required to purchase more than his or its Preemptive Number of New Securities. (c) The issuance or sale described in Section 4.01(a) of New Securities to the Preemptive Stockholders within five (5) Business Days following any meeting Investors who delivered a Purchase Notice shall be made on a business day, as designated by the Company, not less than 10 and not more than 30 days after expiration of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material Preemptive Period on those terms and conditions of the proposed issuance, including:Offer not inconsistent with this Section. (id) If the number of New Securities proposed to be issued and exceeds the percentage sum of the Company’s outstanding Class B Common Stock on a fully diluted basis that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each all Preemptive Stockholder shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on the issuance date and (ii) a fraction determined by dividing (A) the number of shares of Class B Common Stock owned by such Preemptive Stockholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by delivering a written notice to the Company. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following the expiration of the Exercise PeriodNumbers, the Company shall notify each Preemptive Stockholder in writing of the number of New Securities that each Preemptive Stockholder has agreed to purchase (including, for the avoidance of doubt, where may issue such number is zero) (the “Over-allotment Notice”). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all excess or any portion of such Non-Exercising Stockholder's allotment (the “Over-allotment New Securities”) by giving written notice to the Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder elects to exercise its right of over-allotment, each Exercising Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Stockholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with thereof on the terms and conditions set forth in of the Issuance Notice (except that the amount of New Securities Offer to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed any Person within thirty (30) 90 days after the expiration of the Over-allotment Exercise Period (subject to the extension of Preemptive Period. If such thirty (30) day period for a reasonable time issuance is not to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities made within such time 90-day period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Stockholders in accordance with the procedures set forth restrictions provided for in this Section 4.01shall again become effective. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Preemptive Right. (a) Prior If, prior to the effective date completion of its Exchange Listingthe Company's Initial Offering, the Company hereby grants proposes to each Stockholder sell or issue to Cigna Insurance Company, WellPoint, Aetna/US HealthCare, PacifiCare/FHP, Prudential Insurance Company, Humana or any other healthplan with over three million risk-bearing health insured lives (eacha "Competitor"), a “Preemptive Stockholder”or any successor to or affiliate of any of the foregoing companies, shares of Common Stock (or securities convertible into Common Stock), representing more than sixty-six and two-thirds percent (66-2/3%) of the then-current holdings of the Company's capital stock of Validus and its affiliates, then Validus shall have the right to purchase its pro rata portion any or all of any new Class B such shares of Common Stock or convertible securities that are in excess of the number of shares equal to sixty-six and two-thirds percent (other than any Excluded Securities66-2/3%) of Validus' then-current holdings (the “New Securities”"Excess Shares") that on the Company may from time to time propose to issue or sell same terms as proposed to any partysuch Competitor. (b) The In the event the Company proposes to sell any such Excess Shares, it shall give written notice (an “Issuance Notice”) to Validus of any proposed issuance or sale described in Section 4.01(a) to the Preemptive Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuanceits intention, including: (i) describing the number and type of New Securities proposed to be issued Excess Shares, their price and the percentage of general terms upon which the Company’s outstanding Class B Common Stock on a fully diluted basis that Company proposes to sell or issue such issuance would represent; Excess Shares (ii) the proposed issuance date, which "Validus Notice"). Validus shall be at least have twenty (20) days after any such notice is given to agree to purchase the Excess Shares on the same terms as proposed to any such Competitor. (c) In the event Validus fails to exercise fully the right to purchase the Excess Shares within such twenty (20) day period, the Company shall have sixty (60) days thereafter to sell or enter into an agreement (pursuant to which the sale of the Excess Shares covered thereby shall be closed, if at all, within sixty (60) days from the date of such agreement) to sell the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Preemptive Stockholder shall for a period of fifteen (15) days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price Excess Shares as set forth in the Issuance Validus Notice at a price and upon terms no more favorable to any such Competitor than are specified in the Validus Notice, the amount of New Securities equal to the product of (i) the total number of New Securities to be issued by the Company on the issuance date and (ii) a fraction determined by dividing (A) the number of shares of Class B Common Stock owned by such Preemptive Stockholder immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Pro Rata Portion”) by delivering a written notice to the Company. Such Preemptive Stockholder's election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following After the expiration of the Exercise Period, the Company shall notify each Preemptive Stockholder in writing of the number of New Securities that each Preemptive Stockholder has agreed to purchase such sixty (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Preemptive Stockholder exercising its right to purchase its Preemptive Pro Rata Portion of the New Securities in full (an “Exercising Stockholder”) shall have a right of over-allotment such that if any other Preemptive Stockholder fails to exercise its right under this Section 4.01 to purchase its Preemptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Stockholder”), such Exercising Stockholder may purchase all or any portion of such Non-Exercising Stockholder's allotment (the “Over-allotment New Securities”) by giving written notice to the Company setting forth the number of Over-allotment New Securities that such Exercising Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Stockholder's election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Stockholder elects to exercise its right of over-allotment, each Exercising Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Preemptive Pro Rata Portions of the Exercising Stockholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within thirty (30) days after the expiration of the Over-allotment Exercise Period (subject to the extension of such thirty (3060) day period for a reasonable time not to exceed an additional forty-five (45) days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities Excess Shares without first again offering such securities to Validus in the Stockholders manner provided in accordance with the procedures set forth in this Section 4.015.2(b) above. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.