Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any parta) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event that, at any time, the Company proposes or any of its Subsidiaries shall decide to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Securities, the Company shall give deliver to each Member written notice of its intention the Company’s decision, describing the amount, type and terms of such New Securities (including the exercise price and expiration date thereof in the case of any New Securities in whole or in part in the form of options or warrants), the purchase price per New Security (the “New Securities Price”) to be paid by the purchasers of such New Securities and the other terms upon which the Company has decided to issue the New Securities including the expected closing date of such issuance, which will in no event be more than 60 days or less than 30 days after the date upon which such notice is given (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue . (b) Each such New Securities. Each Member shall have twenty (20) 30 days from the date of receipt of any such on which it receives the Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company (a “Preemptive Exercise Notice”) to purchase up to its pro-rata share of such New Securities at the New Securities Price and upon the general terms specified in the Preemptive Notice and stating therein in such Preemptive Exercise Notice the maximum quantity of New Securities to be purchased by such Member (not to exceed such Members’ Preemptive Right Share) as well as including the maximum amount quantity of New Securities it such Member would purchase. If purchase in the event that another Member does not elect to purchase the full amount of its pro-rata share); provided that if the New Securities Price includes any Member fails to so respond in writing within the Preemptive Right Notice Periodnon-cash consideration, then each such Member shall forfeit have the right hereunder option to pay cash in lieu of any such non-cash component equal to its Fair Market Value. In the event that any Member shall for any reason fail or refuse to give such written notice to the Company within such 30-day period, such Member shall, for all purposes of this Section 9.1, be deemed to have refused (in that particular instance only) to purchase its Preemptive Right Share any of such New Securities and to have waived (in that particular instance only) all of its rights under this Section 9.1 to purchase any of such New Securities. (c) For purposes of this Section 9.1, a Member’s “pro-rata share” means, at any time, the quotient obtained by dividing the number of Units held by such Member at such time by the aggregate number of Units held by all Members at such time (expressly excluding any Units held by any Unadmitted Assignee). (d) In the event that any Members do not elect to purchase all of their respective pro-rata shares, the New Securities which were available for purchase by such non-electing Members (the “Excess New Securities”) shall automatically be deemed to be accepted for purchase by the Members who indicated in their Preemptive Exercise Notices a desire to participate in the purchase of New Securities in excess of their pro-rata share. Unless otherwise agreed by all such Members participating in the purchase, each Member who indicated a desire to purchase more than its pro-rata share shall purchase a number of Excess New Securities equal to the lesser of (i) the number of Excess New Securities indicated in such Member’s Preemptive Exercise Notice, if any, and (ii) such Member’s pro-rata share of the Excess New Securities (expressly excluding for purposes of such calculation any Units held by Members not electing to purchase New Securities or Excess New Securities and any Units held by any Unadmitted Assignee). (e) In the event and to the extent that, subsequent to the procedure set forth in Sections 9.1(a)-(d), any New Securities to be issued by the Company will allocate or its Subsidiary, as applicable, are not subject to an agreement by and between the rights Company and any Member(s) to purchase all of such New Securities, the Company shall be free to issue such New Securities to any other Member Person, provided that indicated it would purchase (i) the price per New Security at which such New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject are being issued to obtaining and purchased by such Person is not less than the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in Price and (ii) the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the other terms and conditions pursuant to which such Person purchases such New Securities are substantially equivalent to the terms set forth in the Preemptive Right Participation Notice (except that the amount of Notice. Any New Securities to be not issued or sold by within 180 days after the Company may date of the Preemptive Notice shall again be reduced). If a Member indicates in its response subject to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberthe provisions of this Section 9.1.

Preemptive Rights. (a) The Company hereby grants to each Member WBA (the right “Pre-Emptive Stockholder”) the right, subject to Applicable Law, to purchase (and/or to designate one or more Permitted Transferees of WBA to purchase (subject to Section 2.1(b) and so long as any such MemberPermitted Transferee, to the extent it has not already done so, executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such Permitted Transferee, agrees to be an Investor for all purposes of this Agreement)) the Pre-Emptive Stockholder’s Preemptive Right Share of all (or any part) Pro Rata Portion of any Equity Securities (collectively, the “New Securities Securities”) that the Company may from time to time propose to issue after (other than in Permitted Transactions); provided, that, for the Effective Date avoidance of doubt, (i) such Pro Rata Portion of any New Securities shall not increase the total number of New Securities issued or proposed to be issued, other than (x) in the case of New Securities issued as consideration for the consummation by the Company of a merger, consolidation or acquisition of any business, or any other business combination or (y) in any other issuance in the form of an Underwritten Offering or other registered public offering (including a block trade), in which case, if the Pre-Emptive Stockholder elects to purchase its Pro Rata Portion of the New Securities, the total number of New Securities issued in connection with such transaction shall be increased by such Pro Rata Portion (the “Preemptive RightProposed Issuance Increase”), and (ii) no Proposed Issuance (including (x) any issuance of New Securities to the Pre-Emptive Stockholder (and/or its designees) and (y) any Proposed Issuance Increase pursuant to the immediately preceding clause (i)) completed in compliance with this Section 2.3 shall be applied in a circular manner to this Section 2.3 so as to result in duplicative or iterative pre-emptive rights. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above (“Proposed Issuance”) to WBA no later than five (5) Business Days prior to such issuance (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible). The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s outstanding Equity Securities such issuance would represent; (ii) the proposed issuance date; and (iii) the cash purchase price per New Security (and/or, if applicable, reasonably detailed information with respect to any non-cash consideration proposed to be received by the Company in respect of such proposed issuance, in order to permit the Pre-emptive Stockholder to evaluate the Market Price (in the case of securities) and/or Fair Market Value (as defined in Warrant 1) (in the case of any other property) of any such non-cash consideration); provided, however, that in the event the Proposed Issuance is in the form of an Underwritten Offering or other registered public offering (including a block trade), the Issuance Notice may in lieu of a specific number of New Securities or a specific price, include a range (established, in the case of an Underwritten Offering, based upon information provided by the underwriter for such Underwritten Offering) within which the number of New Securities (the “Issuance Size Range”) and cash purchase price per New Security is expected to fall (the “Purchase Price Range”). (c) The Pre-emptive Stockholder shall for a period of (i) if the Issuance Notice sets forth a fixed number of New Securities and a cash purchase price per New Security (and not an Issuance Size Range or a Purchase Price Range), five (5) Business Days (or such shorter period if the Issuance Notice was sent by the Company in accordance with the first sentence of subsection (b) above less than five (5) Business Days prior to the proposed issuance date, but in no event less than one (1) Business Day) following the receipt of an Issuance Notice (the “Fixed Price Exercise Period”) have the right to elect to purchase (and/or to designate any Permitted Transferee of WBA to purchase) or (ii) if the Issuance Notice sets forth an Issuance Size Range or a Purchase Price Range pursuant to Section 2.3(b)(iii), five (5) Business Days (or such shorter period if the Issuance Notice was sent by the Company in accordance with the first sentence of subsection (b) above less than five (5) Business Days prior to the proposed issuance date, but in no event less than one (1) Business Day) following the receipt of an Issuance Notice, shall have the right to deliver a non-binding indication of interest as to the number of New Securities that WBA or any Permitted Transferee would be interested in purchasing at one or more prices within the Purchase Price Range and, if WBA or its Permitted Transferee delivers such a non-binding indication of interest, within three (3) Business Days after the later of the issuance date and receipt by the WBA of a notice specifying the actual number of New Securities and price per New Security issued by the Company, shall have the right to elect to purchase (and/or to designate any Permitted Transferee of WBA to purchase) (which election may be for less than, more than or the same number of New Securities as WBA or its Permitted Transferee indicated in its corresponding non-binding indication of interest, as described in subsection (a) above) its Pro Rata Portion of the New Securities, at an all-cash purchase price per New Security (the “Per Security Offering Price”) equal to: (1) in the case of all-cash consideration proposed to be received by the Company in respect of the Proposed Issuance, the cash purchase price per New Security set forth in the Issuance Notice (or, in the event that the Issuance Notice sets forth a Purchase Price Range pursuant to Section 2.3(b)(iii) above, at the actual cash purchase price per New Security at which the New Securities are sold in the applicable public offering) or (2) in the case of consideration other than all-cash consideration proposed to be received by the Company in respect of the Proposed Issuance, the per New Security price derived from the aggregate Market Price of all consideration proposed to be received by the Company that is securities and the aggregate Fair Market Value of all consideration (including cash) proposed to be received by the Company other than securities, in each case as of the date of receipt of such Issuance Notice; provided, however, that, in the case of New Securities issued as consideration for the consummation by the Company of a merger, consolidation or acquisition of any business, or any other business combination, the per New Security price shall be derived from the valuation methodology used by the Board in determining the value of the New Securities for purposes of establishing the consideration to be paid pursuant to such merger, consolidation, acquisition or business combination. The Pre-emptive Stockholder may exercise its election by delivering a written notice to the Company during the Exercise Period. Such notice must indicate the specific amount of New Securities that the Pre-emptive Stockholder desires to purchase (and/or designate others to purchase, as described above) and may not be conditioned in any manner not also available to other potential purchasers of the Proposed Issuance. The Pre-emptive Stockholder, if so exercising its election (the “Exercising Stockholder”), shall be entitled and obligated to purchase, or to cause such other persons it may have designated in accordance with this Section 2.3 to purchase, that portion of the New Securities so offered to the Pre-emptive Stockholder specified in the Pre-emptive Stockholder’s notice on the terms and conditions set forth in the Issuance Notice. The failure of the Pre-emptive Stockholder to exercise its election during the Exercise Period shall be deemed a waiver by the Pre-emptive Stockholder of its rights under this Section 2.3 with respect to such Proposed Issuance. The closing of any purchase by the Pre-emptive Stockholder (and/or any of its designees) shall be consummated (i) concurrently with the consummation of the Proposed Issuance or (ii) if the Issuance Notice sets forth an Issuance Size Range or Purchase Price Range pursuant to Section 2.3(b)(iii), on the second Business Day following receipt of WBA’s election to purchase (and/or to designate any Permitted Transferee of WBA to purchase) in compliance with this paragraph (c); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by the Pre-emptive Stockholder (and/or any Member pursuant to this Section 7.1 shall of its designees) may be consummated concurrently with extended beyond the closing of the consummation of the issuance or sale described in Proposed Issuance to the Preemptive Right Participation Notice. The extent necessary to obtain required Governmental Approvals, but for the avoidance of doubt the Company shall not be free required to complete delay or extend the proposed issuance or sale closing of New Securities described in the Preemptive Right Participation Notice with respect other portion of the Proposed Issuance to the extent not subject to such Governmental Approval requirement (and, subject to Section 3.1 of the Framework Agreement, the Company and the Investors shall use their respective reasonable best efforts to obtain such Governmental Approvals) and/or to finally determine any New Securities not elected to be purchased pursuant to this Section 7.1 required calculations of Market Price and/or Fair Market Value in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberdefinitions.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that 10.5.1 If the Company may at any time or from time to time issue after makes any offering of New Units (as defined in Section 10.5.5 below), each of Cox and MP3 shall first be offered the Effective Date (opportunity to acquire from the “Preemptive Right”); provided, however, that Company for the Preemptive Right shall not apply with respect to New Securities issues or same price and on the same terms as such securities are proposed to be issued offered to others, up to the amount of New Units as is required to enable it to maintain its proportionate interest in any public offering the Company. The amount of New Units each of Cox and MP3 shall be entitled to purchase shall be determined by multiplying (x) the total number of such offered Units (or, in the case of options, warrants or pursuant other rights obligating the Company to failures to fund Additional Funding Requirements issue Units or other equity interests, the total number of such shares covered by such options, warrants or rights), by (y) the Percentage Interest of Cox or MP3, as otherwise specifically provided herein. appropriate. 10.5.2 In the event the Company proposes to undertake an issuance of offer New Securities (in a single transaction or a series of related transactions)Units, the Company it shall give to each Member of Cox and MP3 a written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)intention, describing the amount and type of New SecuritiesUnits to be offered, and the cash purchase price and the general other terms upon which it the Company proposes to issue such New Securitiesoffer the same. Each Member of Cox and MP3 shall have twenty ten (2010) days Business Days from the date of receipt of any such Preemptive Right Participation Notice (notice to notify the “Preemptive Right Notice Period”) to agree Company in writing that it intends to exercise such preemptive rights and as to the amount of New Units such Member desires to purchase, up to the maximum amount calculated pursuant to Section 10.5. 1. Such notice shall constitute an agreement of such Member to purchase for cash up to such Member’s Preemptive Right Share the amount of such New Securities for Units so specified upon the price and upon the other terms and conditions specified set forth in the Preemptive Right Participation Notice by giving written Company's notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. it. 10.5.3 If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the Cox or MP3 exercises its preemptive right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Bodyhereunder, the closing of any the purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice Units with respect to which such right has been exercised shall take place within forty-five (45) calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of one hundred five (105) calendar days in order to comply with applicable laws and regulations. Each of the Company, Cox and MP3, agrees to use its commercially reasonable efforts to secure any regulatory approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, Sale and purchase of, such New Securities Units. 10.5.4 In the event a Member fails to exercise its preemptive rights provided in this Section 10.5 within said ten (10) Business Day period or, if so exercised, such Member is unable to consummate such purchase within the time period specified in Section 10.5.3 above because of its failure to obtain any required regulatory consent or approval, the Company shall thereafter be entitled during the period of ninety (90) calendar days following the conclusion of the applicable period to Sell or enter into an agreement (pursuant to which the Sale of New Units covered thereby shall be consummated, if at all, within thirty (30) calendar days from the date of said agreement) to Sell the New Units not elected to be purchased pursuant to this Section 7.1 in accordance with 10.5, at a price and upon terms no more favorable to the terms and conditions set forth purchasers of such securities than were specified in the Preemptive Right Participation Notice Company's notice to Cox and MP3. Notwithstanding the foregoing, if such Sale is subject to the receipt of any regulatory approval or expiration of any waiting period, the time period during which such Sale may be consummated shall be extended until the expiration of 10.5.5 As used herein, "New Units" means Units or classes or series thereof, or other equity securities of the Company which the Company proposes to offer, issue or Sell following the date of this Agreement (except including any options, warrants or other rights obligating the Company to issue Units or other equity interests), provided, however, that the amount following shall be excluded from the definition of "New Securities Units": (i) units or securities to be issued or sold pursuant to any public offering by the Company may registered with the Securities and Exchange Commission; (ii) units or securities to be reduced). If issued pursuant to any incentive stock option or purchase plan or other plan or agreement of the Company for the benefit of its employees, directors or consultants, including any securities issuable pursuant to the exercise of any options, warrants or other rights issued pursuant to such plans or agreements; (iii) units or securities to be issued by the Company in connection with an acquisition (including, without limitation, by way of merger, consolidation or binding share exchange) by the Company of the Capital Stock of any corporation, partnership, company or other entity in a Member indicates transaction pursuant to which all or part of the consideration payable in its response connection with such acquisition consists of securities of the Company; or (iv) securities to be issued in connection with a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amountsstrategic transaction, such Member shall be a Defaulting Memberjoint venture or other business combination.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date date of this Agreement (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty ten (2010) days Business Days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Member’s Preemptive Right Share) as well as the maximum amount of New Securities it would purchase). If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right SharesSecurities. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reducedreduced upon approval by the Board, which shall require the approval of each Investor Director so long as the Investor Member holds a Common Percentage Interest of at least 30.0%). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member.

Preemptive Rights. (a) The Company hereby grants shall give each Other Class A Member written notice (an “Issuance Notice”) of any proposed issuance by the Company of any Units (other than Excluded Units) at least ten (10) Business Days prior to the proposed issuance date. The Issuance Notice shall specify the number and class of such Units and the price at which such Units are to be issued and the other material terms and conditions of the issuance. Subject to Section 7.10(e) below, each Other Class A Member the right shall be entitled to purchase such Other Class A Member’s Preemptive Right Pro Rata Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or Units proposed to be issued at the price and on the other terms and conditions specified in any public offering the Issuance Notice. (b) Each Other Class A Member may exercise his or pursuant her rights under this Section 7.10 by delivering notice of his or her election to failures purchase such Units to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give and to each Member written notice of its intention to issue New Securities other within ten (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (2010) days from the date Business Days of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share Issuance Notice. A delivery of such New Securities for notice (which notice shall specify the number (or amount) of Units to be purchased by such Other Class A Member submitting such notice) by such Other Class A Member shall constitute a binding agreement of such Other Class A Member to purchase, at the price and upon on the terms and conditions specified in the Preemptive Right Participation Issuance Notice, the number (or amount) of Units specified in such Other Class A Member’s notice. If, at the termination of such ten (10) Business Day period, any Other Class A Member shall not have exercised his or her rights to purchase any of such Other Class A Member’s Pro Rata Share of such Units, such Other Member shall be deemed to have waived all of its rights under this Section 7.10 with respect to, and only with respect to, the purchase of such Units. (c) If any Other Class A Member declines to exercise his or her preemptive rights under this Section 7.10 or elects to exercise such rights with respect to less than such Other Class A Member’s Pro Rata Share of such Units (the aggregate amount of Units subject to all such unexercised preemptive rights, the “Excess Units”), any participating Other Class A Member electing to exercise its rights with respect to its full Pro Rata Share (a “Fully Participating Member”) shall be entitled to purchase an additional number of Units equal to the product of (i) the number of Excess Units and (ii) a fraction, the numerator of which is the Aggregate Ownership of the Class A Units owned by the Fully Participating Member, and the denominator of which is equal to the sum of the Aggregate Ownership of that class of Units of all Fully Participating Members. (d) The Company shall have ninety (90) days from the date of the Issuance Notice by giving written notice to consummate the proposed issuance of any or all of such Units that each Other Class A Member has elected not to purchase at the price and upon terms and conditions that are not materially less favorable to the Company and stating therein than those specified in the quantity Issuance Notice, provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of New Securities five (5) Business Days after all such approvals have been received, but in no event later than 120 days from the date of the Issuance Notice. At the consummation of such issuance, the Company will register the Units to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any by each Other Class A Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the exercising preemptive rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 7.10 in the name of such Other Class A Member, against payment by such Other Class A Member of the purchase price for such Units. If the Company proposes to issue any class of Units after such 90-day period or on other terms materially less favorable to the issuer, it shall be consummated concurrently again comply with the consummation of the issuance or sale described procedures set forth in the Preemptive Right Participation Notice. this Section 7.10. (e) The Company shall not be free under any obligation to complete the consummate any proposed issuance or sale of New Securities described in Units, nor shall there be any liability on the Preemptive Right Participation Notice with respect part of the Company to any New Securities Other Class A Member if the Company has not elected to be purchased consummated any proposed issuance of Units pursuant to this Section 7.1 7.10 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in accordance respect of such proposed issuance. (f) The Company may offer and sell Units to the prospective investor subject to the preemptive rights under this Section 7.10 without first offering such Units to each Other Class A Member or complying with the procedures of this Section 7.10, so long as the Board of Managers has determined in good faith that the procedures in this Section 7.10 cannot be complied with prior to the offer and sale of Units and each Other Class A Member receives prompt written notice of such sales and thereafter is given the opportunity to purchase its Pro Rata Share of such Units within forty-five (45) days after the close of such sale and in any event no later than ten (10) Business Days from receipt of the notice referred to herein on substantially the same terms and conditions set forth in and for the Preemptive Right Participation Notice (except that identical price as such sale to the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberprospective investor.

Preemptive Rights. The (a) Subject to and without limiting the other terms of this Agreement, the Company hereby grants to each Member, and each Member shall have the right to purchase purchase, in accordance with the procedures set forth herein, up to such Member’s Preemptive Right Share pro rata portion (based on each Member’s Ownership Percentage at the time of all (or any partthe applicable New Interests Notice) of any New Securities that Interests which the Company may may, from time to time time, propose to issue after the Effective Date and sell (hereinafter referred to as the “Preemptive RightRights”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. . (b) In the event that the Company proposes to undertake an issuance of issue or sell New Securities (in a single transaction or a series of related transactions)Interests, the Company shall give to notify each Member written notice of its intention in writing with respect to issue the proposed New Securities Interests to be issued or sold (the “Preemptive Right Participation New Interests Notice”), describing . Each New Interests Notice shall set forth: (i) the amount number and type class of New SecuritiesInterests proposed to be issued or sold by the Company and their purchase price, (ii) such Member’s pro rata portion of New Interests and (iii) any other material term, including any applicable regulatory requirements and, if known, the cash purchase price expected date of consummation of the issuance and sale of the general terms upon New Interests (which it proposes to issue such date, in any event shall be no earlier than thirty (30) days following the date of delivery of the New Securities. Interests Notice). (c) Each Member shall have twenty be entitled to exercise its Preemptive Rights to purchase such New Interests by delivering an irrevocable written notice to the Company within ten (2010) days from the date of receipt of any such Preemptive Right Participation New Interests Notice (specifying the “Preemptive Right Notice Period”) number of New Interests to agree be subscribed, which in writing to purchase for cash up to any event can be no greater than such Member’s Preemptive Right Share pro rata portion of such New Securities for Interests, at the price and upon on the terms and conditions specified in the New Interests Notice. (d) Each Member exercising its right to purchase its entire pro rata portion of New Interests being issued (each a “Subscribing Member”) shall have a right of over-allotment such that if any other Member fails to exercise its Preemptive Right Participation Notice to purchase its entire pro rata portion of New Interests (each, a “Non-Subscribing Member,” including any Member that fails to exercise its right to purchase its entire pro rata share of Remaining New Interests, as described below), such Subscribing Member may purchase its pro rata share, based on the relative Ownership Percentage then owned by the Subscribing Members, of those New Interests in respect to which the Non-Subscribing Members have not exercised their Preemptive Right (the “Remaining New Interests”) by giving written notice to the Company and stating therein within three (3) Business Days from the quantity date that the Company provides written notice of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would Interests as to which such Non-Subscribing Members have failed to exercise their rights to purchase. The Company shall reoffer any Remaining New Interests to the Members in successive rounds (without regard to the time periods specified in the foregoing provisions) until such time as the Members have collectively agreed to purchase all of the New Interests being issued or all of the Members are Non-Subscribing Members in the last round of offers. (e) If any Member fails to so respond in writing the Members do not elect within the applicable notice periods described above to exercise their Preemptive Right Notice PeriodRights with respect to any of the New Interests proposed to be sold by the Company, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate shall have one hundred and twenty (120) days after the rights expiration of all such notice periods to purchase sell or to enter into an agreement to sell such unsubscribed New Securities Interests proposed to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based be sold by the Company, at a price and on their relative Preemptive Right Shares. Subject material terms no more favorable to obtaining the requisite authorization, approval or consent of any Governmental Body, purchaser than those offered to the closing of any purchase by any Member Members pursuant to this Section 7.1 shall 6.04. (f) No Member will be consummated concurrently with the consummation of the issuance or sale described in required to take up and pay for any New Interests pursuant to the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of unless all New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected Interests (other than those to be purchased taken up by the Member) are sold, whether to the other Members or pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member6.04(e) above.

Preemptive Rights. The Company hereby grants (a) Subject to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”Section 2.3(d); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event that the Company proposes to undertake an issuance of New issue additional Securities (in a single transaction or a series of related transactionscollectively, “New Issuances”), the Company shall give deliver to each Member the Investors a written notice of its intention to issue such proposed New Securities Issuance, setting forth the amount of the additional Securities, the price per share and the general terms of such New Issuance (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty at least thirty (2030) days prior to the date of the proposed New Issuance (the period from the date of receipt such notice until the date of such proposed New Issuance, the “Subscription Period”). (b) Subject to Section 2.3(d), each Investor shall have the right, exercisable at any time during the first fifteen (15) days of the Subscription Period by delivering written notice to the Company and on the same terms as those of the proposed New Issuance, to subscribe for not more than its New Issuance Ownership Percentage of any such Preemptive Right Participation Notice additional Securities (each, a “Participating Investor”, or, collectively, the “Participating Investors”). (c) Notwithstanding the foregoing provisions of this Section 2.3, in the event that the Board determines that time is of the essence in completing any New Issuance subject to this Section 2.3, the Company may proceed to complete such issuance prior to the expiration of the Subscription Period, so long as provision is made in such issuance such that subsequent to the Subscription Period either (i) the purchaser(s) will be obligated to Transfer that portion of such Securities to any Participating Investors properly electing to participate in such issuance pursuant to this Section 2.3 sufficient to satisfy the terms of this Section 2.3 or (ii) the Company shall issue such additional Securities to those Participating Investors properly electing to participate in such issuance pursuant to this Section 2.3, sufficient to satisfy the terms of this Section 2.3. Notwithstanding the foregoing, the Company may not avail itself of the terms of this Section 2.3(c), if as a result thereof, any regulatory requirement applicable to the Company or its Subsidiaries would reasonably be expected to prevent one or more of the Investors from exercising their preemptive rights pursuant to this Section 2.3 by the Company’s regulators. (d) This Section 2.3 shall not apply to any of the following (provided that the Persons that subscribe for any such Securities execute a counterpart to this Agreement or are indirectly bound by this Agreement) to: (i) the issuance or grant of Securities to directors, officers, employees or consultants of the Company or any of its Subsidiaries, including Permitted Equity Issuances, after the date hereof pursuant to any management equity plan or other equity-based employee benefits plan of the Company, which in each case has been approved by the Board or any duly authorized committee thereof in its good faith reasonable judgment; (ii) the issuance or sale of Securities in a Public Offering; (iii) the issuance, grant or sale of Securities to a seller or its designee in connection with and as consideration for the Company’s or any of its Subsidiaries’ direct or indirect acquisition of, or business combination with, a Person (other than Wengen or an Affiliate of Wengen), which acquisition or other business combination has been approved by the Board or any duly authorized committee thereof; (iv) the issuance or sale of Securities pursuant to any joint venture, partnership or other strategic transaction with any Person (other than Wengen or an Affiliate of Wengen), and primarily for purposes other than raising capital, which in each case has been approved by the Board or any duly authorized committee thereof in its good faith reasonable judgment; (v) the issuance of Securities in connection with Permitted Acquisitions (as defined in the Debt Documents); (vi) the issuance of Securities in connection with Permitted Investments (as defined in the Debt Documents), provided that, in the case of the foregoing clauses (i) (solely with respect to Permitted Equity Issuances), (iii), (iv), (v), and (vi), the aggregate number of all Securities issuable pursuant thereto shall under no circumstance exceed, on a cumulative basis, ten percent (10%) of the total shares of Common Stock as of the Closing Date calculated on a fully diluted basis (the “Preemptive Right Notice Period10% Threshold”); and provided, further, that any issuance, grant or sale of Securities in connection with a transaction contemplated by any of the foregoing clauses (i) (solely with respect to Permitted Equity Issuances), (iii), (iv), (v) and (vi), shall not be included in the denominator when determining the calculation of the 10% Threshold; (vii) the issuance of Securities pursuant to the terms of Securities which have been issued, sold or granted in compliance with this Section 2.3; (viii) any issuance of Securities in connection with a Syndication Transaction or Forced Liquidity Transaction; or (ix) any issuance of Securities in connection with any stock split, stock dividend or recapitalization paid on a proportionate basis to all holders of the affected class of equity interest, which in each case has been approved by the Board or any duly authorized committee thereof. (e) If any Participating Investor shall have elected to subscribe for the additional Securities pursuant to this Section 2.3, on either (x) the date such Securities are issued or (y) to agree in writing the extent that such Participating Investor is required to make a capital call to fund the purchase price under its organizational documents, the later of the date such Securities are issued or twelve (12) Business Days following the capital call (provided that such capital call shall be made no later than the date on which the Subscription Period ends): (i) such Participating Investor shall pay the applicable purchase price for cash up the additional Securities that it has subscribed for to the Company; (ii) the Company shall issue to such MemberParticipating Investor the Securities that such Participating Investor has subscribed for free and clear of all Liens or rights of third parties and cause such Participating Investor’s Preemptive Right Share name to be entered in the register of shareholders against payment of its applicable purchase price and deliver to such Participating Investor a certified copy of an extract of the Company’s register of shareholders evidencing issuance of the Securities registered in the name of such Participating Investor; and (iii) the Company and such Participating Investor shall take all other necessary actions to consummate the subscription. (f) If at the end of sixty (60) days following the date of the effectiveness of the Participation Notice, the Company has not consummated the New Securities for the price and upon Issuance on the terms and conditions specified in such Participation Notice, each Participating Investor will be released from any obligation to purchase the Preemptive Right Securities in such New Issuance, the Participation Notice by giving written notice to the Company will be null and stating therein the quantity of New Securities void, and it will be necessary for a separate Participation Notice to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Periodfurnished, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights terms and provisions of this Section 2.3 separately complied with in order to purchase such consummate any New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant Issuance subject to this Section 7.1 shall be consummated concurrently 2.3. (g) For purposes of this Section 2.3, each Participating Investor may aggregate, on a pro rata basis, its New Issuance Ownership Percentage with the consummation New Ownership Percentage of any other Investors to the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free extent that such other Investors do not elect to complete the proposed issuance or sale of purchase their respective New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberIssuance Ownership Percentage.

Preemptive Rights. (a) The Company hereby grants to each Member the a preemptive right to purchase its proportionate share, based on such Member’s Preemptive Right Share of all (or any part) Percentage Interest, of any New Securities Units that the Company may may, from time to time time, propose to sell and issue after in accordance with this Agreement, subject to the Effective Date terms and conditions set forth below. (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event b) If the Company proposes intends to undertake an issuance of New Securities (in a single transaction or a series of related transactions)issue and sell additional Units, the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)such intention, describing the amount general terms and type of New Securitiesconditions upon which the Company proposes to effect such issuance, including the purchase price for such additional Units, the cash purchase price proposed purchaser and the general terms upon which it proposes to issue closing date for the sale and issuance of such New SecuritiesUnits. Each Member shall have twenty thirty (2030) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) notice to agree in writing to purchase for cash up to all or part of its proportionate share of such Units, based on such Member’s Preemptive Right Share of such New Securities Percentage Interest, for the price and upon the general terms and conditions specified in the Preemptive Right Participation Notice Company’s notice by giving written notice to the Company and stating therein the quantity quality of New Securities Units to be so purchased. If the Members, as a group, have elected to purchase some but not all of the Units within such thirty (30)-day period, those Members that have elected to purchase their proportionate share of the Units (the “Preemptive Rights Participants”) shall have an additional fifteen (15)-day period to elect to purchase the balance of the Units, which right to purchase shall be allocated among them proportionately based on their relative Percentage Interests. Each Member that provides notice of its desire to purchase such Units shall provide payment for the Units by wire transfer against delivery of the Units to be purchased at a time and place agreed upon between the parties, which time shall be no later than forty-five (not 45) days after delivery of the Member’s notice to exceed such Members’ Preemptive Right Sharethe Company. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within exercise the Preemptive Right Notice Period, then such Member shall forfeit the foregoing preemptive right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities Units within such initial thirty (30)-day period (with any non-response by a Member constituting a deemed failure to exercise) and the Preemptive Rights Participants fail to purchase the balance of Units as set forth in Section 3.6(b), the Company may within one hundred twenty (120) days thereafter sell any or all of such Units not elected agreed to be purchased by the Members and the Preemptive Rights Participants, at a price and upon general terms no more favorable to the purchasers thereof than specified in the notice given to each Member pursuant to this Section 7.1 in accordance with 3.6(b). In the terms and conditions set forth event the Company has not sold such Units within such one hundred twenty (120)-day period the Company shall not thereafter issue or sell any Units without again first offering such Units to the Members in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Membermanner provided above.

Preemptive Rights. (a) Subject to Section 4.06(d) and the limitations set forth in Section 4.06(c) below, the Company shall not issue or sell any Securities (collectively, “New Issue Securities”) to any Person, except in accordance with the following provisions: (b) The Company hereby grants shall give a notice to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date Stockholder hereunder (the “Preemptive RightNotice”)) stating: (i) the Company’s intention to issue the New Issue Securities; provided, however, that (ii) the number and description thereof or the amount of the New Issue Securities to be issued; (iii) the purchase price (calculated as of the proposed issuance date) and the other terms upon which the Company is offering the New Issue Securities. (c) Transmittal of the Preemptive Right shall not apply with respect Notice to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), Stockholder by the Company shall give constitute an offer by the Company to sell to each Member written notice Stockholder his, her or its pro rata portion, or any lesser number specified by the Stockholder, of its intention to issue the New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Issue Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice. For a period of 10 Business Days after the submission of the Preemptive Notice to the Stockholder, each Stockholder shall have the option, exercisable by written notice to the Company, to accept the Company’s offer as to purchase all or any part of such Stockholder’s pro rata portion or any lesser number of the New Issue Securities; provided, however, that if any Stockholder notifies the Company that it desires to purchase less than all of the New Issues Securities available for it to purchase, the Company shall promptly offer to sell such excess New Issue Securities to any Stockholder exercising its right to purchase all of the New Issue Securities available for it to purchase. If two (except that the amount 2) or more types of New Issue Securities are to be issued or New Issue Securities are to be issued together with other types of securities, including, without limitation, debt securities, in a single transaction or related transactions, the rights to purchase New Issue Securities granted to the Stockholders under this Section 4.06 must be exercised to purchase all types of New Issue Securities and such other securities in the same proportion as such New Issue Securities and other securities are to be issued by the Company. If the Stockholders (as a group) agree to purchase less than the total number of New Issue Securities proposed to be issued and sold, the Company shall have one hundred twenty (120) days thereafter to sell any or all of the remaining New Issue Securities (i.e., those not to be sold to any Stockholder) to one or more other Persons, upon terms and conditions no less favorable to the Company, and no more favorable to such Person or Persons, than those set forth in the Preemptive Notice. In the event the Company has not sold such New Issue Securities within said one hundred twenty (120) day period, the Company will not thereafter issue or sell any New Issue Securities without first offering such New Issue Securities to the Stockholders in the manner provided above. (d) The preemptive rights contained in this Section 8 shall not apply to: (i) the issuance by the Company may be reducedof Common Stock pursuant to the Management Compensation Plan; (ii) the issuance of Securities in a Public Offering; (iii) the issuance of Securities by any Subsidiary of the Company to the Company; (iv) the issuance of Securities upon the exercise or exchange of other Securities that were issued in compliance with this Section 4.06(d) or Securities which were issued in an issuance that is exempt from this Section 4.06; and (v) the issuance of Securities in connection with any stock split, stock dividend, reverse split, consolidation, recapitalization of the Company or any other form of strategic transaction. (e) Notwithstanding anything to the contrary contained in this Section 4.06, the Company may, in order to expedite the issuance of New Issue Securities hereunder, issue all or a portion of the New Issue Securities to one or more Persons (each, an “Initial Subscribing Stockholder”) without complying with the provisions of this Section 4.06; provided that, prior to such issuance, either (i) each Initial Subscribing Stockholder agrees to offer to sell to each Stockholder his, her or its respective pro rata portion of such New Issue Securities on the same terms and conditions as issued to the Initial Subscribing Stockholders and in a manner which provides such Stockholder with rights substantially similar to the rights outlined in Sections 4.06(a) and (b) or (ii) the Company shall offer to sell an additional amount of New Issue Securities to each Stockholder (other that Initial Subscribing Stockholders) only in an amount and manner which provides such Stockholder with rights substantially similar to the rights outlined in Sections 4.06(a) and 4.06(b). If The Initial Subscribing Stockholders or the Company, as applicable, shall offer to sell such New Issue Securities to each other Stockholder within ninety (90) days after the closing of the purchase of the New Issue Securities by the Initial Subscribing Stockholders. (f) Any Stockholder may assign its rights pursuant to this Section 4.06, in whole or in part and from time to time, to an Affiliate that is not a Member indicates in its response to Competitor or a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberCompetitor Affiliate.

Preemptive Rights. The Company hereby grants (a) Subject to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactionsSection 3.02(e), the Company shall, or shall cause its Subsidiaries, as the case may be, to give each Qualified Investor notice (an “Issuance Notice”) of any proposed issuance by the Company of any Company Securities other than pursuant to each Member written notice of its intention Section 3.02(e) (together, “Subject Securities”) at least fifteen (15) Business Days prior to issue New the proposed issuance date. The Issuance Notice shall specify the price at which such Subject Securities are to be issued, the Person to which the Subject Securities shall be issued (the “Preemptive Right Participation Subscriber”) and the other material terms of the issuance. Subject to Section 3.02(e), each Qualified Investor shall be entitled to subscribe for and purchase the Subject Securities in accordance with this Section 3.02 at the price and on the terms specified in the Issuance Notice provided that the Ownership Percentage of such Qualified Investor shall not exceed such Investor’s Ownership Cap immediately after such subscription and purchase. (b) Pursuant to this Section 3.02, each Qualified Investor may elect to subscribe for and purchase up to a portion of the Subject Securities equal to its Ownership Percentage as of the date of the Issue Notice, by delivering written notice to the Company (each, an “Exercise Notice”)) of its election to subscribe for and purchase such Subject Securities within ten (10) Business Days following receipt of the Issuance Notice, describing specifying the amount number (or amount) of Subject Securities to be purchased by such Qualified Investor and type shall constitute exercise by such Qualified Investor of New Securitiesits rights under this Section and a binding agreement of such Qualified Investor to subscribe for and purchase, at the price and on the terms specified in the Issuance Notice, the cash number (or amount) of Subject Securities specified in the Exercise Notice. If, at the termination of such ten (10)-Business-Day period, a Qualified Investor shall not have delivered an Exercise Notice to the Company, such Investor shall be deemed to have waived all of its rights under this Section 3.02 with respect to the purchase price and of such Subject Securities. (c) The Company or the general terms upon which it proposes to issue such New Securities. Each Member applicable Subsidiary, as the case may be, shall have twenty ninety (2090) days from the date of receipt the Issuance Notice to consummate the proposed issuance of any or all of such Preemptive Right Participation Notice (Subject Securities that the “Preemptive Right Notice Period”) to agree in writing Qualified Investors have not elected to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the Subscriber at the price and upon terms that are not less favorable to the terms and conditions Company or such Subsidiary, as the case may be, than those specified in the Preemptive Right Participation Notice by giving written notice Issuance Notice; provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been received. If the Company and stating therein or the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well applicable Subsidiary, as the maximum amount of New case may be, proposes to issue any such Subject Securities after such 90-day period, it would purchase. If any Member fails to so respond shall again comply with the procedures set forth in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with 3.02. (d) At the consummation of the issuance or sale described of such Subject Securities, the Company shall issue, upon the written request of a Qualified Investor, certificates representing the Subject Securities to be subscribed for and purchased by such Qualified Investor registered in the Preemptive Right Participation Notice. The Company shall be free to complete name of such Qualified Investor, against payment by such Qualified Investor of the proposed issuance or sale of New purchase price for such Subject Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth as specified in the Preemptive Right Participation Notice Issuance Notice. (except that e) Notwithstanding the amount foregoing, sub-sections (a) through (d) of New this Section 3.02 shall not apply to any issuance of Company Securities (whether prior to, on or after the date of this Agreement) pursuant to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberany Employee Equity Incentive Plan.

Preemptive Rights. (a) The Company hereby grants to each Member Montpelier the right right, subject to the Applicable Requirements, to purchase such Member’s Preemptive Right Share (or to designate any controlled Affiliate of all Montpelier to purchase) the Montpelier Pro Rata Portion (or any partportion thereof) of any Equity Securities of the Company (collectively, the “New Securities Securities”) that the Company may from time to time issue after propose to issue, other than pursuant to any Excluded Transaction. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in Section 5.01(a) (a “Proposed Issuance”) to Montpelier no later than ten days prior to the Effective Date date of such Proposed Issuance (or, if such notice period is not reasonably practicable under the “Preemptive Right”circumstances, such prior written notice as is reasonably practicable, but, in no event, less than five days prior to the date of such Proposed Issuance); provided. The Issuance Notice shall set forth the material terms and conditions of the Proposed Issuance, however, that including (i) the Preemptive Right shall not apply with respect to number and description of the New Securities issues or to be issued in any public offering and the percentage of outstanding Common Shares or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event other Equity Securities of the Company proposes to undertake an such issuance of New Securities would represent; and (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, ii) the cash purchase price and per New Security or that the general terms upon which it proposes issuance will be based on the public trading price of the applicable Equity Securities of the Company. (c) Montpelier shall for a period of eight days (or such shorter period if the Issuance Notice was sent by the Company with less than ten days prior notice, but, in no event, less than three days prior to issue such New Securities. Each Member shall have twenty (20) days from the date of such Proposed Issuance) following the receipt of any such Preemptive Right Participation an Issuance Notice (the “Preemptive Right Notice Exercise Period”) have the right to agree in writing elect to purchase for (or to designate any controlled Affiliate of Montpelier to purchase) the Montpelier Pro Rata Portion of the New Securities, at an all-cash up purchase price per New Security (the “Per New Security Offering Price”) equal to such Member’s Preemptive Right Share of such the cash purchase price per New Securities for Security paid by other purchasers pursuant to the price and upon the terms and conditions specified in the Preemptive Right Participation Notice Proposed Issuance. Montpelier may exercise its election by giving delivering a written notice to the Company and stating therein during the quantity Exercise Period, which must indicate the number of New Securities that Montpelier desires to purchase (or that its controlled Affiliate desires to purchase) and may not be purchased (conditioned in any manner not also available to exceed other purchasers pursuant to the Proposed Issuance. Montpelier, if so exercising its election, shall be entitled and obligated to purchase, or to cause such Members’ Preemptive Right Share) as well as other Persons it may have designated in accordance with this Section 5.01 to purchase, that number of the maximum amount of New Securities it would purchaseso offered to Montpelier specified in Montpelier’s notice on the terms and conditions set forth in the Issuance Notice; provided that, in no event shall the actual terms or conditions of the New Securities (including the price) be more favorable to other purchasers than the terms or conditions specified in Montpelier’s Issuance Notice. If any Member fails Montpelier’s failure to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the exercise its right hereunder to purchase its Preemptive Right Share allotment of such the New Securities and during the Company will allocate the Exercise Period shall be deemed a waiver by Montpelier of its rights under this Section 5.01 with respect to purchase such New Securities Proposed Issuance, but not with respect to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Sharesfuture issuance. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the The closing of any purchase by Montpelier (or any Member pursuant to this Section 7.1 of its designees) shall be consummated concurrently with the consummation of the issuance or sale described Proposed Issuance; provided, however, in the Preemptive Right Participation event that either the Company or Montpelier has been advised by their respective outside counsel that the issuance of Montpelier’s Pro Rata Portion of the New Securities in full to Montpelier (or any of its designees) pursuant to this Section 5.01 would require the approval of the Company’s shareholders under the Applicable Requirements or the approval or consent of any Competent Regulatory Authority, (i) the Company shall use its reasonable best efforts to promptly obtain any such approval or consent and (ii) the closing of the Proposed Issuance shall not occur until such approvals or consents have been obtained; provided further that, if the Company has used its reasonable best efforts to obtain any required approvals or consents and such required approvals or consents have not been obtained within 180 days of the Issuance Notice. The , the excess amount of such New Securities to the extent otherwise triggering such approvals or consents will be excluded from the total number of New Securities that Montpelier would otherwise have a right to purchase pursuant to this Section 5.01 (which exclusion may result in Montpelier not having the right to purchase any New Securities pursuant to this Section 5.01). (d) If Montpelier fails to exercise its right to purchase its allotment of the New Securities during the Exercise Period, the Company shall be free to complete the proposed issuance or sale of New Securities described Proposed Issuance to the extent to which Montpelier failed to exercise its right set forth in this Section 5.01 on terms no less favorable to the Preemptive Right Participation Notice Company (including with respect to consideration) than those set forth in the Issuance Notice; provided that such Proposed Issuance is closed within 75 days after the expiration of the Exercise Period (subject to the extension of such 75-day period for a reasonable time not to exceed an additional 75 days to the extent reasonably necessary to obtain approvals of any Competent Regulatory Authority). In the event the Company has not completed such Proposed Issuance within such time period, the Company shall not thereafter issue or sell any such New Securities without first again offering such securities to Montpelier in accordance with the procedures set forth in this Section 5.01. (e) Upon the issuance of any New Securities not elected in accordance with this Section 5.01, the Company shall deliver to Montpelier (or any of its designees) the New Securities in book-entry form, which New Securities shall be duly authorized and, when issued and delivered against payment therefor, will be validly issued and fully paid and non-assessable and will be free and clear of all liens, pledges, charges, encumbrances or security interests of any kind or nature. Montpelier shall deliver or cause to be delivered to the Company the aggregate Per New Security Offering Price for the New Securities purchased by it (or its designees) by wire transfer in immediately available U.S. federal funds to the account designated by the Company in writing for such purpose. In the event that a Proposed Issuance shall be terminated or abandoned by the Company without the issuance of any New Securities, then Montpelier’s rights pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities 5.01 shall also terminate as to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberProposed Issuance.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any parta) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event that the Company proposes to undertake issue any Interests (the “Proposed Third Party Interests”), other than (i) to any Management Member, (ii) in connection with any debt financing, (iii) as consideration in connection with (A) an issuance acquisition, directly or indirectly, of New Securities all or substantially all of a Person’s assets or business, or (in B) the merger into or consolidation of a single Person, or any other transaction or a series of related transactionstransactions in which more than fifty percent (50%) of the voting power of a Person immediately prior to such event is transferred to the Company or one of its Subsidiaries, or (iv) Interests (not to exceed in the aggregate 5% of the aggregate Interests outstanding on the date hereof) issued for bona fide commercial purposes to business partners who are not Affiliates of any Investor Member, then each Member (other than any Inactive Management Member) may, but shall not be required to, participate in the manner set forth in Section 3.7(b), on the same terms and conditions (including price), in the purchase of the Proposed Third Party Interests giving rise to these preemptive rights, by purchasing such number of Interests as such Member elects in accordance with Section 3.7(b); provided that, if the consideration for the issuance giving rise to the preemptive rights is not entirely cash, the value of the non-cash consideration will be determined by the Board, and any participating Member shall be required to pay the purchase price for its Interest solely in cash based on such valuation. (b) Prior to the issuance of Interests by the Company as to which Section 3.7(a) applies, the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation First Company Notice”)) thereof to each eligible Member, describing the amount and type of New Securitieswhich First Company Notice shall state, for each Member, the cash purchase price product of (x) the number of the Proposed Third Party Interests proposed to be issued to the third party or parties giving rise to these preemptive rights and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20y) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s percentage ownership interest in the Company immediately prior to such notice (the product of (x) and (y), a Member’s “Pro Rata Preemptive Right Share Amount”). Each eligible Member that wishes to exercise its rights under this Section 3.7 shall deliver a written notice to that effect to the Company within 30 days after its receipt of such New Securities for the price and upon First Company Notice to exercise its rights on the same terms and conditions specified in as those offered to the third-party purchaser (which Member notice shall state the portion of such Member’s Pro Rata Preemptive Right Participation Notice by giving written Amount that such Member elects to purchase pursuant hereto (such portion, the “Initial Purchase Amount”)); provided that, if a Member either (x) fails to deliver such notice to the Company and stating therein within 30 days after its receipt of the quantity of New Securities to be purchased First Notice or (y) notifies the Company that it elects not to exceed such Members’ purchase any or a portion of its Pro Rata Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice PeriodAmount, then such Member shall forfeit have rejected its right to purchase all or such portion of its Pro Rata Preemptive Amount (as such, the “Rejected Amount”) and, promptly after the expiration of such 30 day period or receipt of such notice, as the case may be, the Company shall notify the other Members hereof and of their respective pro rata share in such Rejected Amount (each such notice, a “Second Company Notice”). The other Members shall have the right hereunder to purchase all or any portion of their respective pro rata share of any Rejected Amount and any Member that wishes to exercise such right with respect to any Rejected Amount shall deliver a written notice to that effect to the Company within ten days after its Preemptive Right Share receipt of the Second Company Notice in respect of such New Securities Rejected Amount (which Member notice shall state the portion of the pro rata amount of such Rejected Amount that such Member elects to purchase (any such portion, an “Additional Purchase Amount”). The Company shall issue an aggregate number of Proposed Third Party Interests to each Member that has given written notice of the exercise of its rights hereunder equal to the Initial Purchase Amount and the Company will allocate sum of all Additional Purchase Amounts applicable to such Member as soon as practicable, and in no event later than the rights to purchase later of (i) five Business Days after receipt of such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorizationnotice, approval or consent of any Governmental Body, and (ii) the closing of any purchase the issuance of such Interests to the third-party purchaser, against payment to the Company by any such Member of solely cash consideration for such Interests. Any Interests offered or proposed to be issued by the Company on different terms and conditions as those offered to the Members must be re-offered to the Members pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member3.7.

Preemptive Rights. (i) The Company hereby grants to each Member Buyer (or its designee) the right to purchase such Member’s Preemptive Right Share of all (or any part) its pro rata portion of any new Shares (the “New Securities Securities”) that the Company may from time to time propose to issue after or sell to any Person. (ii) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in this Section 7(h) to the Effective Date Buyer (the “Preemptive Right”); providedor its designee) within five (5) business days following Board approval of any such issuance or sale. The Issuance Notice shall, howeverif applicable, that the Preemptive Right shall not apply with respect be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities issues or and shall set forth the material terms and conditions of the proposed issuance, including: (1) the number and description of New Securities proposed to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon percentage of the outstanding Shares, on a fully diluted basis, that such issuance would represent; (2) the proposed issuance date, which it proposes to issue such New Securities. Each Member shall have twenty be at least ten (2010) business days from the date of the Issuance Notice; and (3) the proposed purchase price per share. (iii) Buyer (or its designee) shall for a period of ten (10) business days following the receipt of any such Preemptive Right Participation an Issuance Notice (the “Preemptive Right Notice Exercise Period”) have the right to agree elect irrevocably to purchase, at the purchase price set forth in writing the Issuance Notice, the amount of New Securities equal to purchase for cash up 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 owned by Buyer (or its designee) immediately prior to such Member’s issuance by (B) the total number of Common Stock outstanding on such date immediately prior to such issuance (the “Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice Pro Rata Portion”) by giving delivering a written notice to the Company (an “Acceptance Notice”). Such party’s election to purchase New Securities shall be binding and stating therein irrevocable. The failure of Buyer (or its designee) to deliver an Acceptance Notice by the quantity end of the Exercise Period shall constitute a waiver of its rights under this Section 7(h) with respect to the purchase of such New Securities, but shall not affect its rights with respect to any future issuances or sales of New Securities. (iv) No later than five (5) business days following the expiration of the Exercise Period, the Company shall notify Buyer (or its designee) in writing of the number of New Securities to be purchased that Buyer (not to exceed such Members’ Preemptive Right Shareor its designee) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder has agreed to purchase its Preemptive Right Share (including, for the avoidance of doubt, where such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. number is zero). (v) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Issuance Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 7(h) in accordance with the terms and conditions set forth in the Preemptive Right Participation Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced), provided, such issuance or sale is closed within thirty (30) business days after the expiration of the Exercise Period. If a Member indicates in its response to a Preemptive Right Participation Notice In the event that it shall purchase the Company has not sold such New Securities but then does within such time period, the Company shall not fund thereafter issue or sell any New Securities without first again offering such amounts, such Member securities to the Buyer (or its designee) in accordance with the procedures set forth in this Section 7(h). (vi) The closing of any purchase by Buyer (or its designee) shall be a Defaulting Memberconsummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Securities in accordance with this Section 7(h), the Company shall deliver share certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder, those attributable to the actions of the purchasers thereof, and restrictions on Transfer arising under applicable state or federal securities laws), 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 Buyer (or its designee) and after payment therefor, duly authorized, validly issued, fully paid, and non-assessable. Buyer (or its designee) shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or by wire transfer of immediately available funds to the Company’s designated account. 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 Rights. The Company hereby grants (a) Subject to each Member Section 3.9, for so long as any Investor Beneficially Owns Investor Shares representing at least five percent (5%) of the Outstanding Stock, such Investor shall have, the right to purchase purchase, in accordance with the procedures set forth herein, its pro rata portion, calculated based on the number of Investor Shares held by such MemberInvestor as a percentage of the Outstanding Stock prior to issuance of the New Shares (such Investor’s Preemptive Right Share of all (or any part“Pro Rata Portion”) of any New Securities Shares that the Company may may, from time to time time, propose to sell and issue after the Effective Date (hereinafter referred to as the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. . (b) In the event that the Company proposes to undertake an issuance of issue and sell New Securities (in a single transaction or a series of related transactions)Shares, the Company shall give notify each of the Investors in writing with respect to each Member written notice of its intention the proposed New Shares to issue New Securities be issued (the “Preemptive Right Participation New Shares Notice”), describing . Each New Shares Notice shall set forth: (i) the amount and type number of New SecuritiesShares proposed to be issued by the Company and the purchase price therefor; (ii) each Investor’s Pro Rata Portion of such New Shares; and (iii) any other material term (including, if known, the cash expected date of consummation of the purchase price and sale of the general terms upon which it proposes New Shares). (c) Each Investor (together with its Affiliates) shall be entitled to issue such exercise its right to purchase New Securities. Each Member shall have twenty Shares by delivering an irrevocable written notice to the Company within fifteen (2015) days from the date of receipt of any such Preemptive Right Participation New Shares Notice (specifying the “Preemptive Right Notice Period”) number of New Shares to agree be subscribed, which in writing to purchase for cash up to any event can be no greater than such MemberInvestor’s Preemptive Right Share Pro Rata Portion of such New Securities for Shares at the price and upon on the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to New Shares Notice. (d) If the Company and stating therein the quantity of New Securities to be purchased Investors (together with their Affiliates) do not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing elect within the applicable notice period described above to exercise their Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice Rights with respect to any of the New Securities not elected Shares proposed to be purchased pursuant sold by the Company, the Company shall have ninety (90) days after expiration of such notice period to this Section 7.1 sell such unsubscribed New Shares proposed to be sold by the Company, at a price and on terms no more favorable to the purchaser than those set forth in the New Shares Notice. If the Company does not consummate the sale of the unsubscribed New Shares in accordance with the terms of the New Shares Notice within such ninety (90)-day period, then the Company may not issue or sell such New Shares unless it sends a new New Shares Notice and conditions set forth in once again complies with the provisions of this Section 3.8 with respect to such New Shares. (e) Each Investor (together with its Affiliates) shall take up and pay for any New Shares that such Investor (together with its Affiliates) has elected to purchase pursuant to the Preemptive Right Participation Notice (except that upon closing of the amount issuance of the New Securities Shares, and shall have no right to acquire such New Shares if the issuance thereof shall not be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberconsummated.

Preemptive Rights. The Company hereby grants to each (a) Each Member shall have the preemptive right to purchase acquire its pro rata share, based on the number of Units then held by each such Member’s Preemptive Right Share Member as compared to the aggregate number of Units then held by all (or any part) Members on a fully diluted membership interest basis, of any New Securities that Units or other securities which are proposed to be issued by the Company may from time to time issue and after the Effective Date (Date, on the “Preemptive Right”); provided, however, that same terms and conditions set by the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or Board and as notified pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event Section 3.2. (b) If the Company proposes to undertake an issuance of New Securities (in a single transaction issue any Units or a series of related transactions)other securities, the Company it shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)do so, describing the amount and type of New SecuritiesUnits or other securities to be issued, the cash purchase price of such Units or other securities and the general terms and conditions upon which it the Company proposes to issue such New Securitiesthe same. Each Member shall have twenty fifteen (2015) days from the date giving of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) notice to agree in writing to purchase for cash up to such Member’s Preemptive Right Share its pro rata share of such New Securities the Units or other securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice notice by giving written notice to the Company and each other Member and stating therein the quantity of New Securities Units or other securities to be purchased. The purchase price for all Units or other securities purchased by a Member under this Section 6.6 shall be payable in cash. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Units or other securities to any Member who would cause the Company to be in violation of applicable federal or state securities Laws by virtue of such offer or sale. (c) If not all of the Members elect to exceed purchase their pro rata share of the Units or other securities to be issued by the Company, then the Company shall promptly notify in writing the Members who do so elect to purchase their pro rata share and shall offer such Members’ Preemptive Right ShareMembers the right to acquire the unsubscribed Units or other securities. Each Member to which such offer is made shall have five (5) as well as days after receipt of such notice to notify the maximum amount Company of New Securities it would purchaseits election to purchase all or a portion of the unsubscribed Units or other securities. If any Member fails the Members fail to so respond exercise in writing within full the Preemptive Right Notice Periodpreemptive rights provided in this Section 6.6, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate shall have ninety (90) days following delivery of the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member notice pursuant to this Section 7.1 shall be consummated concurrently with 6.6(b) to issue and sell the consummation of the issuance unsubscribed Units or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the other securities, at a price and upon terms and conditions set forth not materially more favorable to the purchasers thereof than specified in the Preemptive Right Participation Notice (except that Company’s notice to the amount of New Securities Members pursuant to be issued or sold by the Company may be reducedSection 6.6(b). If a the Company has not sold such Units or other securities within ninety (90) days of delivery of the notice provided pursuant to Section 6.6(b), the Company shall not thereafter issue or sell any Units or other securities without first offering such Units or other securities to the Members as provided in this Section 6.6. (d) The preemptive rights of each Member indicates in its response under this Section 6.6 may be transferred only to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amountsthe Persons, such Member and shall be a Defaulting Membersubject to the same restrictions, as any Transfer of Units pursuant to Article IX.

Preemptive Rights. The (a) Except as provided in Section 2.07(e) or Section 2.07(f), if the Company hereby grants wishes to issue any Equity Securities to any Person or Persons (all such Equity Securities, collectively, the “New Securities”), then the Company shall promptly deliver a written notice of intention to sell (the “Company’s Notice of Intention to Sell”) to each holder of Preemptive Shares setting forth a description of the New Securities to be sold, the proposed purchase price, the aggregate number of New Securities to be sold and the terms and conditions of sale. Upon receipt of the Company’s Notice of Intention to Sell, each holder of Preemptive Shares shall have the right, during the Acceptance Period, to elect to purchase, at the price and on the terms and conditions stated in the Company’s Notice of Intention to Sell, up to the number of New Securities equal to the product of (i) such holder’s Preemptive Proportion, multiplied by (ii) the aggregate number of New Securities to be issued; provided, that if the New Securities consist of more than one class, series or type of Equity Securities, then any holder of Preemptive Shares who elects to purchase such New Securities pursuant to this Section 2.07 must purchase the same proportionate mix of all of such securities; provided, further, that if the New Securities are issued in connection with any debt financing undertaken by the Company or any of its Subsidiaries and to which preemptive rights otherwise apply pursuant to this Section 2.07, then any Class A-1 Member, Class D Member, Class E Member or Class F Preferred Member who elects to purchase such New Securities pursuant to this Section 2.07 must, to be eligible to receive such New Securities, participate in the underlying debt instrument for such financing (A) with and on the same terms as the other lenders thereunder and (B) in the same percentage as their Preemptive Proportion of New Securities that such Member wishes to purchase pursuant to this Section 2.07. If one or more holders of Preemptive Shares do not elect to purchase their entire share of the New Securities (such aggregate portion of New Securities that has not been so elected, the “Excess New Securities”), then the Company will offer, by written notice (the “Supplemental Notice of Intention to Sell”), to each holder of Preemptive Shares who has elected to purchase his, her or its entire proportion of the New Securities pursuant to this Section 2.07 (the “Full Participants”) the right to purchase such Memberelect to purchase, at the price and on the terms and conditions stated in the Company’s Notice of Intention to Sell: (i) in relation to Class F Preferred Shares held by Full Participants, their Class F Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date Proportion (the “Preemptive RightClass F Excess Process”); providedand (ii) following completion of the Class F Excess Process, however, in relation to all other Preemptive Shares held by Full Participants their Preemptive Proportion (calculated as if (A) Class F Preferred Shares are excluded from the determination of Preemptive Proportion (including the Total Conversion Shares used therefor) and (B) the Total Conversion Shares excludes all Shares of each holder of Preemptive Shares that did not elect to purchase their entire share of the Preemptive Right shall not apply with respect to New Securities) of the Excess New Securities issues remaining after the Class F Excess Process, such that all of the Excess New Securities remaining after the Class F Excess Process may be purchased by such holders, if so elected. All elections under this Section 2.07(a) must be made by written notice to the Company within fifteen (15) days (or such later date determined by the Board of Directors) after receipt by such holder of Preemptive Shares of (as applicable) the Company’s Notice of Intention to be issued Sell or the Supplemental Notice of Intention to Sell (the “Acceptance Period”). (b) If the holders of Preemptive Shares have not elected to purchase all of the New Securities described in a Company’s Notice of Intention to Sell, then the Company may, at its election, during the period of ninety (90) days immediately following the expiration of the Acceptance Period therefor (or the expiration of the Acceptance Period relating to the Supplemental Notice of Intention to Sell, if the same is issued), sell and issue any public offering or of the New Securities not elected for purchase pursuant to failures Section 2.07(a) to fund Additional Funding Requirements or as otherwise specifically provided herein. any Person(s) at a price and upon terms and conditions no more favorable, in the aggregate, to such Person(s) than those stated in the Company’s Notice of Intention to Sell. (c) In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), has not sold the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued within such ninety (90) day period, the Company shall not thereafter issue or sell any such New Securities without once again offering such securities to each holder of Preemptive Shares in the manner provided in Section 2.07(a). (d) If a holder of Preemptive Shares elects to purchase any of the New Securities, payment therefor shall be made by wire transfer against delivery of such New Securities at the principal office of the Company within fifteen (15) days of such election unless a later date is mutually agreed between the Company and such holder of Preemptive Shares; provided, that if SoftBank elects to purchase any of the New Securities, to the extent necessary in order to accommodate the time required to call capital to purchase the Preemptive Shares, payment therefor shall be made by wire transfer against delivery of such New Securities at the principal office of the Company within thirty five (35) days of such election by SoftBank. (e) Notwithstanding anything to the contrary in this Agreement, (i) no holder of Preemptive Shares shall have a right to purchase New Securities pursuant to this Section 2.07, if such purchase will, in the good faith determination of the Board of Directors, violate any applicable laws (whether or not such violation may be cured by a filing of a registration statement or any other special disclosure) and (ii) in lieu of offering any New Securities to any holder of Preemptive Shares prior to the time such New Securities are offered or sold to any other Person or Persons, the Company may comply with the provisions of this Section 2.07 by first issuing New Securities to such other Person or Persons, and promptly after such issuance (or acceptance) (and, in any event, within thirty (30) days thereafter) making an offer to sell (or causing such other Person or Persons to offer to sell), to the holders of Preemptive Shares, New Securities in such a manner so as to enable such holders of Preemptive Shares to effectively exercise their respective rights pursuant to Section 2.07(a) with respect to their purchase, for cash, of such New Securities as they would have been entitled to purchase pursuant to Section 2.07(a). (f) Notwithstanding anything to the contrary in this Section 2.07, the preemptive rights contained in this Section 2.07 shall not apply to: (i) any Equity Securities issued pursuant to the funding of the GM Commitment, the SoftBank Commitment and the Subsequent SoftBank Commitment; (ii) any Equity Securities issued pursuant to Sections 2.10 or 2.11; (iii) any Class B Common Shares that may be issued to Employee Members, including upon the exercise or settlement of any Equity Award; (iv) any Equity Securities issued in connection with an IPO (including pursuant to Section 9.10(c)); (v) any Equity Securities issued upon any subdivision, split, recapitalization, reclassification, combination or similar reorganization; and (vi) any Equity Securities issued in connection with any merger, consolidation, acquisition for stock, business combination, purchase of assets or business(es) of, or any similar extraordinary transaction with a third party (each an “M&A Transaction”); provided that the value (measured as of the date of issuance) of such Equity Securities issued by the Company may be reduced). If a Member indicates pursuant to the exemption set forth in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then this Section 2.07(f)(vi) does not fund exceed an aggregate of $250,000,000 with respect to any individual calendar year (it being understood that in the event such amounts$250,000,000 cap is exceeded in any given calendar year, the preemptive rights contained in this Section 2.07 will apply (subject to the other limitations set forth in this Agreement) solely with respect to that portion of Equity Securities issued in excess of such Member shall be a Defaulting Membercap in such calendar year).

Preemptive Rights. The (a) If the Company hereby grants or any of its subsidiaries proposes to issue, offer, sell or otherwise Transfer to any person (i) Equity Securities in the Company or such subsidiary, or (ii) any rights to subscribe for or purchase pursuant to any option or otherwise any Equity Securities of the Company or any of its subsidiaries, in each case except as provided in Section 2 (each, a “New Issuance”), or enter into any contracts relating to a New Issuance, the Company shall provide written notice to each Member member of such proposed New Issuance at least fifteen (15) Business Days in advance of the anticipated issuance date (the “New Issuance Notice”), which shall set forth the identity of the proposed purchaser, the number of Equity Securities proposed to be offered (the “Offered Securities”), the cash purchase price per security (the “Offering Price”), the anticipated issuance date and the other material terms and conditions of such New Issuance. Each member shall have the right to purchase such Member’s Preemptive Right for cash up to its Pro Rata Share of all the Offered Securities (which, in the case of a New Issuance by a subsidiary of the Company shall be determined on a look-through basis, based on its indirect percentage of the outstanding common shares of such subsidiary), at the price per security and otherwise on the same terms and conditions as such New Issuance. (b) A member may elect to exercise its preemptive rights with respect to such New Issuance by delivering an irrevocable written notice (a “Section 1 Notice”) to the Company within ten (10) Business Days after the date the New Issuance Notice is delivered, setting forth the maximum percentage of the Offered Securities that such member desires to hold following the consummation of the New Issuance. If a member does not deliver a Section 1 Notice in accordance with this Section 1, then such member shall be deemed to have elected not to exercise its preemptive rights with respect to such New Issuance. For purposes of this Article I, an exercising member may allocate its portion of the Offered Securities among one or any partmore of its Affiliates at the discretion of such exercising member. (c) At least three (3) Business Days prior to the consummation of any New Securities that Issuance, the Company may from time shall provide written notice to time issue after each electing member, which shall set forth the Effective Date actual issuance date (determined in accordance with the “Preemptive Right”); following sentence) and such electing member’s Pro Rata Share or such lesser percentage set forth in such member’s Section 1 Notice. For purposes of clarity, if the Company or any of its Subsidiaries consummates such New Issuance and the total number of Offered Securities to be sold is less than the number set forth in the New Issuance Notice, then each electing member shall purchase such electing member’s Pro Rata Share or such lesser percentage set forth in such member’s Section 1 Notice based on such reduced number of Offered Securities. Any New Issuance shall be consummated on the later of (a) the proposed issuance date for such New Issuance set forth in the New Issuance Notice and (b)the fifth (5th) Business Day following the date on which all regulatory and governmental licenses, registrations, approvals and consents required for the New Issuance are received and all applicable waiting periods have expired or been waived or terminated (provided, however, that the Preemptive Right Company and the electing members shall not apply each use their commercially reasonable efforts to obtain such licenses, registrations, approvals or consents). If any of the members fails to exercise its preemptive rights under this Section 1 or elects to exercise such rights with respect to New less than such member’s full Pro Rata Share (the difference between such member’s Pro Rata Share and the number of Offered Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)for which such member exercised its preemptive rights under this Section 1, the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation NoticeExcess Shares”), describing any participating member electing to exercise its rights with respect to its full Pro Rata Share (a “Fully Participating Member”) shall be entitled to purchase from the amount and type Company an additional number of New SecuritiesOffered Securities up to the aggregate number of Excess Shares, the cash purchase price and the general terms upon which it proposes to issue provided that such New Securities. Each Fully Participating Member shall have twenty only be entitled to purchase up to that number of Excess Shares equal to the lesser of (20i) the number of Excess Shares it has elected to purchase and (ii) the number of Excess Shares equal to the product of (A) the number of Excess Shares and (B) the quotient obtained by dividing (1) the total number of Ordinary Shares then owned by such Fully Participating Member by (2) the total number of Ordinary Shares then owned by all Fully Participating Members exercising their rights pursuant to this sentence (assuming the conversion of all Preference Shares held by the Fully Participating Members into Ordinary Shares in each of clauses (1) and (2) above). (d) If the members do not elect to purchase all of the Offered Securities in accordance with this Section 1, then the Company may, within 90 days from the date of receipt delivery of the New Issuance Notice, offer, sell or otherwise Transfer any such Preemptive Right Participation Notice (remaining portion of the “Preemptive Right Notice Period”) Offered Securities to agree in writing any Person or Persons at a price or prices equal to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for or greater than the price Offering Price and upon the on other terms and conditions specified not more favorable in the Preemptive Right Participation Notice by giving written notice aggregate to the other purchasers than those set forth in the New Issuance Notice. If more than 90 days elapse from the date of delivery of the New Issuance Notice without the consummation of such Transfer of the remaining portion of the Offered Securities, the Company’s right to consummate such Transfer shall expire and the Company and stating therein shall be required to comply with the quantity of New Securities procedures set forth in this Section 1 prior to be purchased (offering, selling or otherwise transferring to any Person the Offered Securities. The election by a member not to exceed such Members’ Preemptive Right exercise its preemptive rights under this Section 1 in any one instance shall not affect its right (other than in respect of a reduction in its Pro Rata Share) as well as to any future New Issuances under this Section 1. (e) Any New Issuance without first giving the maximum amount members the rights described in this Section 1 shall be void ab initio and of New Securities it would purchaseno force and effect. If any Member fails The preemptive rights of a member hereunder may not be transferred, sold, assigned or otherwise disposed of, except to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share a Permitted Transferee of such New Securities member, and any purported disposition in violation hereof shall be void and of no force or effect. (f) There shall be no liability on the Company will allocate part of the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental BodyCompany, the closing Board of Directors or any purchase by any Member pursuant member if a New Issuance is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a New Issuance shall be in the sole and absolute discretion of the Board of Directors. (g) Notwithstanding anything to the contrary contained herein, the preemptive rights of the members under this Section 7.1 1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice deemed satisfied with respect to any New issuance of Offered Securities not elected to be purchased pursuant to this Section 7.1 in accordance with if within thirty (30) days following the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount sale of New any Offered Securities to be issued or sold by the Company may be reducedto one or more Persons who are not, in each case, a holder of at least 3% of the outstanding Ordinary Shares (assuming the conversion of all Preference Shares into Ordinary Shares) or an Affiliate of such holder (each, an “Initial Purchaser”). If a Member indicates in its response , the Company offers to a Preemptive Right Participation Notice that it shall sell to each member on the same terms (including the price per share) as the Initial Purchasers purchased such Offered Securities the number of Offered Securities which each member (other than any Initial Purchasers) would have been entitled to purchase New with respect to such issuance of Offered Securities but then does not fund such amounts, such Member shall be a Defaulting Memberpursuant to Section 1(a).

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right Each Investor shall not apply have preemptive rights with respect to New Securities issues any future equity issuances by the JV Entities other than equity issuances (i) in connection with an employee stock option plan or to be issued other bona fide employment compensation arrangement that is approved by the Board of such JV Entity, (ii) as consideration in connection with a bona fide acquisition by the JV Entity or any public offering of its Subsidiaries or (iii) pursuant to failures an IPO. Accordingly, prior to fund Additional Funding Requirements or issuing any additional equity interests in the JV Entity to any Person, except as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)above, the Company shall JV Entity must give to each Member written Investor a notice (an “Issuance Notice”) of its the JV Entity’s intention to issue New Securities (make such issuance. The Issuance Notice shall describe the “Preemptive Right Participation Notice”), describing the amount and type of New Securitiesadditional equity interests, and the cash purchase price and the general terms upon which it proposes to issue such New Securitiesadditional equity interests. Each Member Investor shall have twenty fifteen (2015) days Business Days (the “Issuance Notice Window”) from the date of receipt of any such Preemptive Right Participation the Issuance Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to its pro rata portion (based on each Party’s then Percentage Interest in such Member’s Preemptive Right Share JV Entity) of such New Securities additional equity interests for the price and upon the terms and conditions specified in the Preemptive Right Participation Issuance Notice by giving written notice to the Company JV Entity and stating therein the quantity of New Securities additional equity interests elected to be purchased (not purchased. Any issuance to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails an Investor pursuant to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess an exercise of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to preemptive rights under this Section 7.1 2.4 shall be consummated concurrently with within fifteen (15) Business Days following the consummation of Issuance Notice Window. In the issuance or sale described event that any Investor fails to exercise in full the Preemptive Right Participation Notice. The Company preemptive rights set forth in this Section 2.4 within the Issuance Notice Window, the JV Entity shall be free have fifteen (15) Business Days thereafter to complete issue the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities additional interests not elected to be purchased pursuant to under this Section 7.1 in accordance with 2.4 at the price and upon terms and conditions set forth no more favorable to the purchasers than specified in the Preemptive Right Participation Notice (except Issuance Notice. In the event that the amount JV Entity has not sold such additional equity interests within such subsequent fifteen (15) Business Day period, the JV Entity shall not thereafter issue or sell any additional equity interests without first offering such additional equity interests in the manner provided in this Section 2.4. The obligations of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice JV Entities and the rights of the Investors under this Section 2.4 shall terminate upon an IPO of that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberJV Entity.

Preemptive Rights. The a. Until immediately prior to the consummation of an IPO of the securities of the Company hereby grants or an Exit Event, in the event that the Company proposes to issue or sell any New Securities, the Company shall first offer to each Member of the Equityholders the right to purchase such Member’s Preemptive Right Share number of all (or any part) of any New Securities that reflecting a Equityholder’s Pro-Rata Equity right of the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. Securities. b. In the event that the Company proposes to undertake an issuance of issue New Securities (in a single transaction or a series of related transactions)Securities, the Company it shall give to each Member of the Equityholders a written notice (a “Rights Notice”) of its intention to issue New Securities (the “Preemptive Right Participation Notice”)intention, describing the amount and type of New Securities, the cash purchase price and price, the general terms upon which it the Company proposes to issue such New Securities, and the number of New Securities that each Equityholder has the right to purchase hereunder. Each Member Pursuant to the purchase mechanics identified in Article 18c) below, each Equityholder shall have twenty fourteen (2014) calendar days from the date of its receipt of any such Preemptive Right Participation a Rights Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to all or any part of such MemberEquityholder’s Preemptive Right Share Pro Rata Equity right of such New Securities for the price and upon the general terms and conditions specified in the Preemptive Right Participation Notice applicable Rights Notice, by giving written notice to the Company and stating therein setting forth the quantity of New Securities to be purchased purchased. c. In the event that any Equityholder fails to exercise in full its respective preemptive right within the 14-day period specified above, the Company shall have ninety (not 90) calendar days after the expiration of such 14-day period to exceed such Members’ Preemptive Right Share) as well as enter into an agreement with a third party to sell the maximum amount of New Securities it would purchasein respect of which the applicable Equityholders’ pre-emptive right set forth in this Article 18 is not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the applicable Rights Notice. If any Member fails In the event that the Company has not entered into an agreement to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of sell such New Securities and within such ninety (90) -day period, the Company will allocate the rights to purchase shall not thereafter issue or sell any New Securities without first again offering such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation each of the issuance or sale described Equityholders in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described manner provided in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberArticle 18.

Preemptive Rights. (a) The Company hereby grants to each Member of Walgreens and Alliance Boots (each, a “Pre-Emptive Stockholder”) the right right, subject to Applicable Law, to purchase such Member’s Preemptive Right Share of all (and/or to designate Alliance Boots or Walgreens or any partPermitted Transferees of Walgreens or Alliance Boots to purchase (subject to Section 2.1(b) and so long as any such Permitted Transferee, to the extent it has not already done so, executes a customary joinder to this Agreement, in form and substance reasonably acceptable to the Company, in which such Permitted Transferee, agrees to be a “Walgreens Investor,” in the case of a Subsidiary of Walgreens or the FW JV, or a “Alliance Boots Investor,” in the case of a Subsidiary of Alliance Boots, in each case for all purposes of this Agreement)) such Pre-Emptive Stockholder’s Pro Rata Portion of any Equity Securities (collectively, the “New Securities Securities”) that the Company may from time to time propose to issue after the Effective Date (the “Preemptive Right”other than in Permitted Transactions); provided, howeverthat, that for the Preemptive Right avoidance of doubt, (i) such Pro Rata Portions of any New Securities shall not apply with respect to increase the total number of New Securities issues issued or proposed to be issued in and (ii) no Proposed Issuance (including any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities to the Pre-Emptive Stockholders (and/or their designees)) completed in compliance with this Section 2.3 shall be applied in a single transaction circular manner to this Section 2.3 so as to result in duplicative or a series of related transactions), the iterative pre-emptive rights. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above (“Proposed Issuance”) to each Member of Walgreens and Alliance Boots no later than five (5) Business Days prior to such issuance (or if such notice period is not reasonably possible under the circumstances, such prior written notice as is reasonably possible). The Issuance Notice shall set forth the material terms and conditions of its intention to issue the proposed issuance, including: (i) the number and description of the New Securities to be issued and the percentage of the Company’s outstanding Equity Securities such issuance would represent; (ii) the proposed issuance date; and (iii) the cash purchase price per New Security (and/or, if applicable, reasonably detailed information with respect to any non-cash consideration proposed to be received by the Company in respect of such proposed issuance, in order to permit the Pre-emptive Stockholders to evaluate the Market Price (in the case of securities) and/or Fair Market Value (as defined in Warrant 1) (in the case of any other property) of any such non-cash consideration). (c) Each Pre-emptive Stockholder shall for a period of five (5) Business Days (or such shorter period if the Issuance Notice was sent by the Company in accordance with the first sentence of subsection (b) above less than five (5) Business Days prior to the proposed issuance date, but in no event less than one (1) Business Day) following the receipt of an Issuance Notice (the “Preemptive Right Participation NoticeExercise Period”)) have the right to elect to purchase (and/or to designate Alliance Boots or Walgreens or any Permitted Transferee of Walgreens or Alliance Boots to purchase, describing as described in subsection (a) above) its Pro Rata Portion of the amount and type of New Securities, at an all-cash purchase price per New Security (the “Per Security Offering Price”) equal to: (1) in the case of all-cash consideration proposed to be received by the Company in respect of the Proposed Issuance, the cash purchase price per New Security set forth in the Issuance Notice or (2) in the case of consideration other than all-cash consideration proposed to be received by the Company in respect of the Proposed Issuance, the per New Security price derived from the aggregate Market Price of all consideration proposed to be received by the Company that is securities and the general terms upon which it proposes aggregate Fair Market Value of all consideration (including cash) proposed to issue such New Securities. Each Member shall have twenty (20) days from be received by the Company other than securities, in each case as of the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice Issuance Notice. Each Pre-emptive Stockholder may exercise its election by giving delivering a written notice to the Company and stating therein during the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as Exercise Period. Such notice must indicate the maximum specific amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then that such Member shall forfeit the right hereunder Pre-emptive Stockholder desires to purchase (and/or designate others to purchase, as described above) and may not be conditioned in any manner not also available to other potential purchasers of the Proposed Issuance. Each Pre-emptive Stockholder, if so exercising its Preemptive Right Share election (an “Exercising Stockholder”), shall be entitled and obligated to purchase, or to cause such other persons it may have designated in accordance with this Section 2.3 to purchase, that portion of such the New Securities so offered to such Pre-emptive Stockholder specified in such Pre-emptive Stockholder’s notice on the terms and conditions set forth in the Company will allocate Issuance Notice. The failure of any Pre-emptive Stockholder to exercise its election during the rights to purchase Exercise Period shall be deemed a waiver by such New Securities to any other Member that indicated it would purchase New Securities in excess Pre-emptive Stockholder of its Preemptive Right Share based on their relative Preemptive Right Sharesrights under this Section 2.3 with respect to such Proposed Issuance. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the The closing of any purchase by a Pre-emptive Stockholder (and/or any Member pursuant to this Section 7.1 of its designees) shall be consummated concurrently with the consummation of the issuance or sale described in Proposed Issuance; provided, however, that the Preemptive Right Participation Notice. The closing of any purchase by any such Pre-emptive Stockholder (and/or any of its designees) may be extended beyond the closing of the consummation of the Proposed Issuance to the extent necessary to obtain required Governmental Approvals, but for the avoidance of doubt the Company shall not be free required to complete delay or extend the proposed issuance or sale closing of New Securities described in the Preemptive Right Participation Notice with respect other portion of the Proposed Issuance to the extent not subject to such Governmental Approval requirement (and, subject to Section 3.1 of the Framework Agreement, the Company and the Investors shall use their respective reasonable best efforts to obtain such Governmental Approvals) and/or to finally determine any New Securities not elected to be purchased pursuant to this Section 7.1 required calculations of Market Price and/or Fair Market Value in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberdefinitions.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any parta) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event (and on each occasion) that, after the date hereof, the Company proposes shall decide to undertake an issuance of additional shares of Common Stock or any rights, warrants or options to purchase Common Stock or any securities convertible into Common Stock ("New Securities Securities") which would not result in an adjustment pursuant to Section 4 of the Attached Warrants, other than a Permitted Issuance (in a single transaction or a series of related transactionsas defined below), the Company shall give to each Member Purchaser written notice (an "Offer Notice") of its intention to issue New Securities (the “Preemptive Right Participation Notice”)Company's decision, describing the type and amount and type of New SecuritiesSecurities to be issued, the cash purchase price per share at which the New Securities are to be issued, and the general terms upon which it proposes the Company has decided to issue such the New Securities. Each Member Purchaser shall have twenty thirty (2030) days from the date of receipt of any such Preemptive Right Participation on which the Company shall give the written Offer Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price per share and upon the general terms and conditions specified in the Preemptive Right Participation Notice Offer Notice, and in compliance with paragraph (c) of this Section 5.06, by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed by such Members’ Preemptive Right Share) as well as the maximum amount Purchaser. If, in connection with such a proposed issuance of New Securities it would purchase. If Securities, such Purchaser shall for any Member fails reason fail or refuse to so respond give such written notice to the Company within such period of thirty (30) days, such Purchaser shall, for all purposes of this Section 5.06, be deemed to have refused (in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder that particular instance only) to purchase its Preemptive Right Share any of such New Securities and the Company will allocate the to have waived (in that particular instance only) all rights of such Purchaser under this Section 5.06 to purchase any of such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberSecurities.

Preemptive Rights. For so long as the Investment Percentage is at least 33%, except as otherwise provided in Section 3.02(c), each time the Company proposes to issue any Company Securities (collectively, “New Issue Securities”) to any Person, the Company shall first offer the New Issue Securities to the Investor Parties in accordance with the following provisions: (a) The Company hereby grants shall give a notice to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date Investor Parties (the “Preemptive RightNotice”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities ) stating (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of i) its intention to issue the New Securities Issue Securities; (the “Preemptive Right Participation Notice”), describing ii) the amount and type description of such New Securities, Issue Securities to be issued; and (iii) the cash expected purchase price (calculated as of the proposed issuance date) and the general other terms upon which it proposes the Company is offering the New Issue Securities. (b) Transmittal of the Preemptive Notice to issue such New Securities. Each Member each Investor Party by the Company shall have twenty (20) days from constitute an offer by the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) Company to agree in writing to purchase for cash up sell to such Member’s Preemptive Right Share Investor Party its Pro Rata Portion of such the New Issue Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice. For a period of 10 Business Days after the submission of the Preemptive Notice (except that to an Investor Party, such Investor Party shall have the amount option, exercisable by written notice to the Company, to accept the Company’s offer as to all or any part of such Investor Party’s Pro Rata Portion. If the Investor Parties in the aggregate exercise their right to purchase under this Section 3.02 with respect to less than their Pro Rata Portion of the New Issue Securities proposed to be issued and sold, the Company shall have 90 days thereafter to sell any or all of the remaining New Issue Securities (i.e., those not to be sold to an Investor Party), upon terms and conditions no less favorable to the Company, and no more favorable to the purchasers of such New Issue Securities, than those set forth in the Preemptive Notice. In the event the Company has not sold such New Issue Securities within such 90-day period, the Company shall not thereafter issue or sell any New Issue Securities without first offering such New Issue Securities to Investor in the manner provided in this Section 3.02. The purchase of New Issue Securities by the Company may be reduced). If a Member indicates in its response Investor Parties pursuant to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member this Section 3.02 shall be a Defaulting Memberconsummated simultaneously with the closing of the sale of the New Issue Securities set forth in the Preemptive Notice, but in no event prior to 15 Business Days after the submission of the Preemptive Notice to each Investor Party. (c) The preemptive rights contained in this Section 3.02 shall not apply to (i) the issuance of Common Stock issuable upon the conversion or exchange of Company Securities outstanding as of the date hereof or issued after the date hereof in accordance with the provisions of this Section 3.02; (ii) the issuance of Company Securities in connection with any bona fide acquisition of another Person (whether by merger, acquisition of the capital stock of such Person, acquisition of all or substantially all of the assets of such Person, or other reorganization), to the sellers in such transaction as consideration for such acquisition; or (iii) the issuance of shares of Common Stock or options and the Common Stock issued pursuant to such options after the date hereof to employees, officers or directors of the Company or any of its Subsidiaries pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board.

Preemptive Rights. (a) The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Company Securities that the Company may from time to time issue after the Effective Date date of this Agreement (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Company Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Company Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Company Securities, the cash purchase price and the general terms upon which it proposes to issue such New Company Securities. Each Member shall have twenty ten (2010) days Business Days from the date of its receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Company Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Company Securities to be purchased (not to exceed such Members’ Member’s Preemptive Right Share) as well as the maximum amount of New Securities it would purchase). If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights Securities. (b) If a Member does not exercise its Preemptive Right or elects to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess less than all of its Preemptive Right Share based on their relative (in each case, the “Outstanding Preemptive Right SharesShare”), the Company shall notify the other Member(s) within three (3) Business Days of the expiration of the Preemptive Right Notice Period (the “Outstanding Preemptive Right Share Notice”). The other Member(s) shall have the right to purchase their pro rata share of the amount of any Outstanding Preemptive Right Share on the same terms and conditions as specified in the Preemptive Right Participation Notice. Each such other Member shall have five (5) Business Days from the date of receipt of the Outstanding Preemptive Right Share Notice to agree in writing to purchase in cash such Member’s pro rata share of the Outstanding Preemptive Right Share. (c) Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 5.6 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Company Securities described in the Preemptive Right Participation Notice with respect to any New Company Securities not elected to be purchased pursuant to this Section 7.1 5.6 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberNotice.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or If, at any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); providedtime, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of issue or sell any New Securities to any Person, whether or not a Member, then, not less than fifteen (in a single transaction or a series 15) days nor more than one hundred twenty (120) days prior to the consummation of related transactions)such transaction, the Company shall give notice thereof (“Preemptive Rights Notice”) to each Member written notice of its intention to issue New Securities who holds Interests (the individually, “Preemptive Right Participation NoticeParticipating Member,” and collectively, “Participating Members”), describing . Each Preemptive Rights Notice shall: VII.1.1. Specify in reasonable detail (i) the amount number and type of New Securities, Securities which the cash purchase price and the general terms upon which it Company proposes to issue or sell, and (ii) the time within which, the price at which, and all other material terms and conditions upon which, the Company proposes to issue or sell such New Securities; and, VII.1.2. Each Make explicit reference to this Article VII and state that the right of each Participating Member to purchase any of such New Securities under this Article VII shall have expire unless exercised with twenty (20) days from of the date Preemptive Rights Notice. VII.1.3. Notwithstanding anything contrary to the foregoing, ▇▇▇▇ has the right to assign ▇▇▇▇’▇ preemptive rights under this Agreement, with any exercise of receipt such assignment being evidenced by an executed assignment (of any a form attached hereto as Exhibit C) filed with the Company and maintained in the company minute book. Upon ▇▇▇▇’▇ exercise of such Preemptive Right Participation Notice (assignment right, the assignee and not ▇▇▇▇ shall be deemed the “Preemptive Right Notice Period”) Participating Member” pursuant to agree this Article VII. VII.1.4. Each Participating Member shall have the right, in writing the nature of a preemptive right, but no obligation, to purchase for cash up to such Member’s all of its Preemptive Right Share Rights Pro Rata Amount (as defined below) of such New Securities for as described in Section 7.1 above. As used herein, the price and upon term “Preemptive Rights Pro Rata Amount,” as applied to any Participating Member on any date, shall mean a fraction (expressed as a percentage), the terms and conditions specified in numerator of which is the Preemptive Right Participation Notice by giving written notice to Interest of the Company then held by such Participating Member and stating therein the quantity denominator of which is the outstanding Interests of the Company, in each case, excluding the New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberissued.

Preemptive Rights. The (a) Subject to and without limiting Section 5.15, the Company hereby grants to each Member who is part of a Founder Member Group (a “PR Holder”), and each PR Holder shall have the right to purchase purchase, in accordance with the procedures set forth herein, up to such MemberPR Holder’s Preemptive Right Share pro rata portion (based on Percentage Interest of all (or any partUnits immediately prior to the time of sale) of any New Securities Interests that the Company may may, from time to time time, propose to issue after the Effective Date and sell (hereinafter referred to as the “Preemptive RightRights”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event . (b) If the Company proposes to undertake an issuance of issue and sell New Securities (in a single transaction or a series of related transactions)Interests, the Company shall give notify each PR Holder in writing with respect to each Member written notice of its intention the proposed New Interests to issue New Securities be issued and sold (the “Preemptive Right Participation New Interests Notice”), describing . Each New Interests Notice shall set forth: (i) the amount and type number of New SecuritiesInterests proposed to be issued and sold by the Company and their purchase price; (ii) each PR Holder’s pro rata portion of New Interests and (iii) any other material terms and conditions, including any applicable regulatory requirements, and, if known, the cash expected date of consummation of the issuance and sale of the New Interests (which date, in any event shall be no earlier than forty-five (45) days following the date of delivery of the New Interests Notice). (c) Each PR Holder shall be entitled to exercise its Preemptive Right to purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty Interests by delivering an irrevocable written notice to the Company within thirty (2030) days from the date of receipt of any New Interests Notice specifying the number of New Interests to be subscribed, which in any event can be no greater than such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such MemberPR Holder’s Preemptive Right Share pro rata portion of such New Securities for Interests, at the price and upon on the terms and conditions specified in the New Interests Notice. (d) Each PR Holder exercising its right to purchase its entire pro rata portion of New Interests being issued (each, a “Subscribing Member”) shall have a right of over-allotment such that if another PR Holder fails to exercise its Preemptive Right Participation Notice to purchase its entire pro rata portion of New Interests (each, a “Non-Subscribing Member,” including any PR Holder that fails to exercise its right to purchase its entire pro rata share of Remaining New Interests, as described below), such Subscribing Member may purchase its pro rata share, based on the relative percentage ownership of the Units then owned by the Subscribing Members, of those New Interests in respect to which the Non-Subscribing Members have not exercised their Preemptive Right (the “Remaining New Interests”) by giving written notice to the Company and stating therein within three (3) Business Days from the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and date that the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess provides written notice of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities Interests as to be issued or sold by the Company may be reduced). If a Member indicates in its response which such Non-Subscribing Members have failed to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberexercise their rights thereunder.

Preemptive Rights. (a) The Company hereby grants to LLP shall give each Member Class B Holder that is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under the right to purchase such Member’s Preemptive Right Share Securities Act) written notice (an “Issuance Notice”) of all (or any part) proposed issuance by the LLP of any New Securities that at least five (5) Business Days prior to the Company may from time to time issue after proposed issuance date. The Issuance Notice shall specify the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount number and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share class of such New Securities for and the price at which such New Securities are to be issued and the other material terms and conditions of the issuance. If any proposed purchaser will purchase any such New Securities, each Class B Holder shall be entitled to purchase up to its Preemptive Share of the New Securities proposed to be issued at the price and upon on the other terms and conditions specified in the Issuance Notice. (b) A Class B Holder may exercise its rights under this Section 12.5 by delivering notice of its election to purchase such New Securities to the LLP within ten (10) Business Days of receipt of the Issuance Notice. A delivery of such notice (which notice shall specify the number (or amount) of New Securities to be purchased by a Class B Holder) by a Class B Holder (an “Electing Member”) shall constitute a binding agreement of such Holder to purchase, at the price and on the terms and conditions specified in the Issuance Notice, the number (or amount) of New Securities specified in such Holder’s notice. If, at the termination of such ten (10) Business Day-period, a Class B Holder shall not have exercised its rights to purchase its Preemptive Right Participation Notice Shares of such New Securities, the Holder shall be deemed to have waived all of its rights under this Section 12.5 with respect to, and only with respect to, the purchase of such New Securities. If less than 100% of the Class B Holders shall have exercised their rights to purchase their respective Preemptive Shares of such New Securities (the “Non-Exercising Members”) then the LLP shall give each Electing Member which shall have exercised its right to purchase 100% of such Electing Member’s Preemptive Share of such New Securities, notice of the aggregate number or amount of New Securities not being purchased by giving written notice the Non-Exercising Members. Each such Electing Member shall have the right to elect to purchase a number or amount of such New Securities equal to the Company and stating therein percentage obtained by dividing (x) such Electing Member’s Preemptive Share by (y) the quantity sum of such Electing Member’s Preemptive Shares plus the Preemptive Shares of all such Electing Members (the “Additional Purchase Right”). A Class B Holder may exercise its Additional Purchase Rights under this Section 12.5 by delivering notice of its election to purchase such additional New Securities to the LLP within five (5) Business Days of receipt of the Issuance Notice. A delivery of such notice (which notice shall specify the number (or amount) of such additional New Securities to be purchased by such Electing Member) by an Electing Member shall constitute a binding agreement of such Member to purchase, at the price and on the terms and conditions specified in the Issuance Notice, the number (not to exceed such Members’ Preemptive Right Shareor amount) as well as the maximum amount of additional New Securities it would purchasespecified in such Electing Member’s notice. If any Member fails to so respond in writing within If, at the Preemptive Right Notice Periodtermination of such five (5) Business Day-period, then such a Class B Holder that is an Electing Member shall forfeit not have exercised its Additional Purchase Right, the right hereunder Electing Member shall be deemed to purchase have waived all of its Preemptive Right Share rights under this Section 12.5 with respect to, and only with respect to, such Additional Purchase Right. (c) The LLP shall have 100 days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such New Securities and that the Company will allocate the rights Class B Holders have elected not to purchase at the price and upon terms and conditions that are not less favorable to the LLP than those specified in the Issuance Notice, provided that, if such issuance is subject to regulatory approval, such 100-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than 120 days from the date of the Issuance Notice. At the consummation of such issuance, the LLP shall issue the New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on be purchased by the Class B Holders should they exercise their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member preemptive rights pursuant to this Section 7.1 shall be consummated concurrently with 12.5 (and to any third party) and register such New Securities in the consummation name of each such Holder (and to any third party), against payment by such Holder (and to any third party) of the issuance or sale described in purchase price for such New Securities. If the Preemptive Right Participation Notice. The Company shall be free LLP proposes to complete the proposed issuance or sale issue any class of New Securities described after such 100-day period or on other terms less favorable to the issuer, it shall again comply with the procedures set forth in this Section 12.5. (d) The Class B Holders hereby acknowledge and agree that the Preemptive Right Participation Notice LLP, due to timing constraints, confidentiality considerations, or other reasons, may request that a Class B Holder (the “Purchasing Member”), acquire New Securities in advance of complying with the requirements of this Section 12.5, and each Class B Holder consents to such issuance, provided that, as promptly as practicable thereafter, either (i) the LLP complies with the requirements of this Section 12.5 with respect thereto or (ii) the Purchasing Member offers the other Class B Holders the right to any acquire from the Purchasing Member that number (or amount) of New Securities that such Holder would have been offered by the LLP under this Section 12.5. (e) The LLP shall not elected be under any obligation to consummate any proposed issuance of New Securities, nor shall there be purchased any liability on the part of the LLP to the Class B Holders if the LLP has not consummated any proposed issuance of New Securities pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount 12.5 for whatever reason, regardless of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that whether it shall purchase New have delivered an Issuance Notice in respect of such proposed issuance. (f) Notwithstanding the foregoing, the provisions contained in this Section 12.5 shall not apply to any Initial Public Offering made pursuant to an effective registration statement filed under the Securities but then does not fund such amounts, such Member shall be a Defaulting MemberAct.

Preemptive Rights. The Company hereby grants (a) If the Corporation proposes to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any sell New Securities to any Person, the Corporation shall, before such sale, deliver to the Series C Investors, the Series A Investors and the Persons listed on Schedule 3.6 attached hereto (collectively, the “Schedule 3.6 Stockholders”) an offer (the “Offer”) to issue to the Schedule 3.6 Stockholders New Securities upon the terms set forth in this Section. The Offer shall state that the Company may from time Corporation proposes to time issue after the Effective Date New Securities and specify their number and terms (including purchase price). The Offer shall remain open and irrevocable for a period of thirty (30) days (the “Preemptive RightPeriod”); provided, however, that ) from the date of its delivery. (b) Each Schedule 3.6 Stockholder may accept the Offer for up to its Pro Rata Amount of New Securities by delivering to the Corporation a notice (the “Purchase Notice”) within the Preemptive Right Period. The Purchase Notice shall not apply with respect to state the number (the “Preemptive Number”) of New Securities issues or such Schedule 3.6 Stockholder desires to be issued in any public offering or pursuant purchase, up to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an but not exceeding its Pro Rata Amount. (c) The issuance of New Securities to the Schedule 3.6 Stockholders who delivered a Purchase Notice shall be made on a business day, as designated by the Corporation, not less than five (in a single transaction or a series 5) and not more than thirty (30) days after expiration of related transactions)the Preemptive Period on those terms and conditions of the Offer not inconsistent with this Section. (d) If the number of New Securities exceeds the sum of all Preemptive Numbers, the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to Corporation may issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of excess or any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon portion thereof on the terms and conditions specified in of the Offer to any Person within ninety (90) days after expiration of the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchasePeriod. If any Member fails to so respond in writing such issuance is not made within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Bodyninety (90) day period, the closing of any purchase by any Member pursuant to restrictions provided for in this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. again become effective. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions preemptive rights set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to this Section 3.6 may be issued or sold waived by the Company may be reduced). If vote or the written consent of the holders of at least (i) a Member indicates in its response to majority of the then outstanding Series C Preferred Shares, (ii) a Preemptive Right Participation Notice that it shall purchase New Securities but majority of the then does not fund such amounts, such Member shall be outstanding Series A Preferred Shares and (iii) a Defaulting Membermajority of shares held by Schedule 3.6 Stockholders.

Preemptive Rights. The Company company hereby grants to each Member Purchaser the right ----------------- irrevocable and exclusive first option (the "First Option") to purchase such Member’s Preemptive Right Share all or part of all (or any part) its Pro Rata Portion of any New Securities that which the Company may may, from time to time issue after the Effective Date (the “Preemptive Right”); provideddate of this Agreement, howeverpropose to issue and sell. Furthermore, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in if any public offering or Purchaser does not, pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Section 3.3, the Company shall give to each Member written notice of its intention to issue New Securities (exercise in full its option to purchase its Pro Rata Portion of the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, then each Purchaser who did give notice of such intent (collectively, the cash "Fully Participating Holder") shall have the irrevocable and exclusive second option (the "Second Option") to purchase price all or a part of the New Securities as to which a notice pursuant to the exercise of the First Option could have been, but was not, delivered (for purposes of this Section 3, the "Additional New Securities"). If more than one Fully Participating Holder gives a notice (a "Second Notice") pursuant to Section 3.3 of its intention to purchase Additional New Securities pursuant to the exercise of the Second Option and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity total number of New Securities to be purchased (not to exceed covered by such Members’ Preemptive Right Share) as well as notices exceeds the maximum amount total number of Additional New Securities, then the Additional New Securities shall be allocated among such Fully Participating Holders according to the following procedure, or in such different proportions as such Fully Participating Holders shall agree among themselves: (a) Each Oversubscribing Holder (as defined below) shall be apportioned the lesser of (A) that number of Additional New Securities that it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder elected to purchase in its Preemptive Right Share of such New Securities Second Notice and the Company will allocate the rights to purchase such New Securities to any other Member that indicated which it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member has not yet been apportioned pursuant to this Section 7.1 3.1(a) or (B) its "Pro Rata Portion of the Additional New Securities" (as defined below); (b) If the apportionment in Section 3.1(a) is followed and there remain (A) at least one Oversubscribing Holder who has not yet been apportioned the number of Additional New Securities it elected to purchase in its Second Notice and (B) any Additional New Securities, then the procedure described in Section 3.1(a) shall be consummated concurrently with repeated; and (c) For purposes of this Section 3.1, (i) an "Oversubscribing Holder" means a Fully Participating Holder who has given a Second Notice and who has not yet been apportioned pursuant to Section 3.1(a) that number of Additional New Securities that it elected to purchase in its Second Notice, and (ii) an Oversubscribing Holder's "Pro Rata Portion of Additional New Securities" shall be equal to the consummation number of Additional New Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock held by such Oversubscribing Holder as of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale date of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund Notice, and the denominator of which is the total number of shares of Common Stock held by all Oversubscribing Holder as of such amounts, such Member shall be a Defaulting Memberdate.

Preemptive Rights. The (a) Subject to Section 3.1(c), Section 7.6 and Section 9.1, and except for issuances of Excluded Securities, if the Company hereby grants or any of its Subsidiaries proposes to issue or sell (i) any Units or any Equity Securities of any of its Subsidiaries to any Person or (ii) any debt securities of the Company or any of its Subsidiaries to any Member (such securities described in the foregoing clauses (i) and (ii), collectively, “Preemptive Securities”), then the Company will, or will cause its applicable Subsidiary to, offer to issue to each Member that has a Holder Percentage of at least five percent (5%) (collectively, subject to the right to purchase such Member’s Preemptive Right Share last sentence of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactionsSection 9.7(b), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation NoticeEligible Members”), such Eligible Member’s Holder Percentage of such Preemptive Securities proposed to be so issued by delivering a written notice (a “Preemptive Rights Notice”) to each such Eligible Member describing in reasonable detail the amount and type of New SecuritiesPreemptive Securities being offered, the cash per security purchase price thereof, the other terms and conditions of the general terms upon which issuance, and such Eligible Member’s Holder Percentage. (b) Each Eligible Member may elect to purchase up to its Holder Percentage of the Preemptive Securities described in a Preemptive Rights Notice, by delivering a written notice (a “Preemptive Election Notice”) to the Company within fifteen (15) Business Days (or, in the case of an issuance pursuant to the second sentence of Section 7.6(c), if the Board determines in good faith that it proposes is impracticable or inadvisable to issue such New Securities. Each Member shall have twenty wait fifteen (2015) days from the date Business Days, then five (5) Business Days) after issuance of receipt of any such Preemptive Right Participation Rights Notice (the “Preemptive Right Notice Election Period”) to agree in writing ). Each Preemptive Election Notice will set forth the number of Preemptive Securities such Eligible Member has elected to purchase for cash up (which may be less than or equal to such Member’s its Holder Percentage of the applicable Preemptive Right Share of such New Securities for proposed to be issued), together with an unconditional commitment to participate at the per security purchase price and upon on the other terms and conditions specified in the applicable Preemptive Right Participation Rights Notice by giving written notice (subject to compliance with the provisions of this Section 9.7). Each Eligible Member that does not deliver a Preemptive Election Notice to the Company prior to the expiration of the applicable Preemptive Election Period will be deemed to have irrevocably waived any and stating therein all of its rights under this Section 9.7 in respect of the quantity issuance of New Preemptive Securities described in the applicable Preemptive Rights Notice. Notwithstanding anything to be purchased the contrary contained herein, the Company and its Subsidiaries will not have any obligation to issue Preemptive Securities or to offer to issue any Preemptive Securities under this Section 9.7 to any Person that is not an “accredited investor” as such term is defined in Regulation D under the Securities Act, and no such Person will constitute an “Eligible Member” for purposes of this Agreement. (not c) Each Eligible Member that has timely and duly elected to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within purchase the Preemptive Right Securities in its Preemptive Election Notice Period(a “Participating Member”) will be entitled to purchase the Preemptive Securities, subject to the conditions set forth in the Preemptive Rights Notice. For the avoidance of doubt, if a condition to the purchase of any Preemptive Securities of a specified type, class or series is the concurrent purchase of Preemptive Securities of another type, class or series, then such each Eligible Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights electing to purchase such New Preemptive Securities will also be required to any other Member that indicated it would purchase New purchase, in connection with its exercise of preemptive rights hereunder, such Preemptive Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described other type, class and series (at the per security price and on the other terms and conditions specified therefor in the Preemptive Right Participation Rights Notice). Each Participating Member will consummate the purchase of the Preemptive Securities at the time and place specified in the applicable Preemptive Rights Notice. The Each Participating Member will execute agreements in the form presented to such holder by the Company shall or its applicable Subsidiary, so long as such agreements are substantially the same as those to be free to complete the proposed issuance or sale of New executed by all other Participating Members purchasing Preemptive Securities described in the Preemptive Right Participation Rights Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with and reflect the per security price and other terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount Rights Notice. The purchase price for all Preemptive Securities offered to each Participating Member will be payable in cash by wire transfer of New Securities immediately available funds to be issued or sold an account designated by the Company may be reduced)or its applicable Subsidiary. If The Company and the Members shall cooperate in good faith to facilitate the exercise of each Member’s rights pursuant to this Section 9.7 and shall not take any action to structure issuances in a Member indicates in its response manner that is intended to circumvent or impair the exercise of each Eligible Member’s rights pursuant to this Section 9.7. (d) The preemptive rights and obligations under this Section 9.7 will terminate immediately prior to the consummation of any Initial Public Offering of Units or a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberCompany Sale.

Preemptive Rights. (a) The Company hereby grants to each Series A Member the a preemptive right to purchase such Member’s Preemptive Right Share of all (or any part) its pro rata share of any New Securities that Series A Units which the Company may (upon the consent of a Majority-In-Interest of the Members), from time to time time, propose to sell and issue after to any third party, subject to the Effective Date terms and conditions set forth below. The pro rata share of a Series A Member shall be based on the Series A Percentage Interest of such Series A Member. (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. b) In the event the Company proposes intends to undertake an issuance of New Securities (in a single transaction or a series of related transactions)issue Series A Units, the Company it shall give to each Series A Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)such intention, describing the amount and type of New Securities, the cash purchase price thereof and the general terms and conditions upon which it the Company proposes to issue effect such New Securitiesissuance. Each Series A Member shall have twenty fifteen (2015) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) notice to agree in writing to purchase for cash up to such Member’s Preemptive Right Share all or part of its pro rata share of such New Securities Series A Units for the price and upon the general terms and conditions specified in the Preemptive Right Participation Notice Company’s notice by giving written notice to the Company and stating therein the quantity of New Securities Series A Units to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchaseso purchased. If the Series A Members, as a group, have elected to purchase some but not all of the Series A Units within said fifteen (15) day period, those Series A Members who have elected to purchase a portion of the Series A Units shall have an additional fifteen (15) day period to elect to purchase the balance of the Series A Units, which right to purchase shall be allocated among them in proportion to their Series A Percentage Interests. (c) In the event any Series A Member fails to so respond in writing within exercise the Preemptive Right Notice Period, then such Member shall forfeit the foregoing preemptive right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities Series A Units within such fifteen (15) day or thirty (30) day period (as applicable), the Company may within one hundred twenty (120) days after the end of such period sell any or all of such Series A Units not elected agreed to be purchased by the Series A Members, at a price and upon general terms no more favorable to the purchasers thereof than specified in the notice given to each Series A Member pursuant to this Section 7.1 in accordance with 3.7(b) above. In the terms and conditions set forth event the Company has not sold such Series A Units within such one hundred twenty (120) day period, the Series A Company shall not thereafter issue or sell any Series A Units without first offering such Series A Units to the Series A Members in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Membermanner provided above.

Preemptive Rights. The (1) As long as the Assignee holds ten percent (10%) or more of the issued and outstanding shares of Common Stock of the Company, prior to any sale or issuance by the Company hereby grants to each Member of any shares of capital stock of the right Company, or rights, options or warrants to purchase such Member’s Preemptive Right Share of all shares, or securities convertible into such shares (or any part) of any collectively, "New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactionsSecurities"), the Company shall give first offer to each Member written notice of its intention to issue sell the New Securities to the Assignee by delivering a notice (the “Preemptive Right Participation "New Issuance Notice”), describing ") to the amount Assignee stating the number and type of New SecuritiesSecurities which the Company desires to sell, the cash purchase price and the general price (the "Offer Price") and other material terms and conditions upon which it proposes the Company desires to issue such sell the New Securities. Each Member . (2) The Assignee shall have twenty the option, exercisable in writing (20the "Reply Notice") for a period of fifteen (15) days from after the effective date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) New Issuance Notice, to agree in writing elect to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for (at the price Offer Price and upon on the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice New Issuance Notice) up to the Company and stating therein Assignee's "Pro-Rata Share" (as defined herein) of the quantity New Securities. For purposes hereof, "Pro-Rata Share" shall be the product of (A) the aggregate number of New Securities to be purchased set forth in the New Issuance Notice, multiplied by (B) the quotient of (x) the number of issued and outstanding shares of Common Stock owned by the Assignee as of the effective date of the New Issuance Notice, divided by (y) the aggregate number of issued and outstanding shares of Common Stock owned by all stockholders as of such date. (3) If the Assignee elects not to exceed such Members’ Preemptive Right Sharepurchase any of the New Securities, the Company shall have sixty (60) as well as days to sell any or all of the maximum amount of New Securities it would purchaseon terms and conditions no more favorable to the purchasers than those set forth in the New Issuance Notice. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share Upon termination of such sixty (60) day period, the Company shall not thereafter sell any New Securities and the Company will allocate the rights to purchase without first offering such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described Assignee in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions manner set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberherein.

Preemptive Rights. The (a) If at any time the Company hereby grants determines to issue additional Units (or other equity interests) in the Company, exclusive of the Company's issuance to Pon of up to six thousand seven hundred (6,700) Units at no less than ONE THOUSAND DOLLARS ($1,000) per Unit on or prior to January 31, 2000, to any Member (the "PURCHASING MEMBER") it shall deliver a written notice to each other Member the right to purchase of such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date proposed issuance (the “"PREEMPTIVE NOTICE"). The Preemptive Right”); providedNotice shall contain (i) the proposed issuance price, however, that (ii) the Preemptive Right shall not apply with respect to New Securities issues or total number of Units proposed to be issued in issued, (iii) the identity of the Purchasing Member, and (iv) any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In other material terms and conditions of the event the Company proposes to undertake an issuance of New Securities issuance. (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. b) Each other Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and right, exercisable upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity within fifteen (15) days after receipt of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period(the "PREEMPTIVE RIGHTS NOTICE PERIOD"), then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based purchase, on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions as set forth in the Preemptive Right Participation Notice the Units (except that the amount of New Securities or other equity interests) proposed to be issued or sold on a pro rata basis based on the percentage of Units owned by each other Member electing to participate in the preemptive right (the "PREEMPTIVE RIGHT"). Any and all Members electing to exercise the Preemptive Right within the Preemptive Rights Notice Period shall enter into a purchase agreement with the Company may be reduced)and the Purchasing Member within sixty (60) days following the date of the Preemptive Notice on substantially similar terms and conditions as described in the Preemptive Notice. (c) If no other Member exercises the Preemptive Right within the Preemptive Rights Notice Period, the Company may, not later than sixty (60) days following expiration of the Preemptive Rights, conclude the issuance of Units (or other equity interests) to the Purchasing Member on the same economic terms and substantially the same terms and conditions as described in the Preemptive Notice. If a Member indicates in its response Any proposed issuance of Units (or other equity interests) to a Purchasing Member on terms and conditions materially different from those described in the Preemptive Notice or any proposed issuance more than sixty (60) days following the expiration of the Preemptive Right, shall again be subject to the Preemptive Right Participation Notice that it of the other Members as set forth in this Section 7.10 and shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberrequire compliance with the procedures as described in this Section 7.10.

Preemptive Rights. The Company hereby grants If at any time during the Cheminor ----------------- Representation Period Schein proposes to each Member issue (whether for cash, property or services) any Equity Securities (as defined below) to any person or entity (other than pro rata issuances of Equity Securities to all holders of Schein's issued and outstanding Schein Common, and other than the issuance of shares upon exercise of employee stock options granted in the ordinary course of Schein's business) Cheminor shall have the right (which it may exercise in whole or in part) to purchase, upon the same terms, a proportionate quantity of those Equity Securities (or Equity Securities as similar as practicable to those Equity Securities) in the proportion that the aggregate number of Schein Common then beneficially owned by Cheminor bears to the total number of Schein Common outstanding immediately prior to such proposed issuance. Schein shall give notice to Cheminor setting forth the identity of the purchaser and the time, which shall not be fewer than 60 days, within which, and the terms upon which, Cheminor may purchase the Equity Securities, which terms shall be the same as the terms upon which the purchaser may purchase the Equity Securities. As used in this Section 4.6 the term "Equity Securities" means shares of capital stock of Schein having the right to purchase such Member’s Preemptive Right Share vote or generally to participate in a manner similar to Common Stock, in the profits and losses of all (Schein, or any part) options, rights or securities convertible into, or exchangeable or exercisable for, such shares of any New Securities that capital stock. Notwithstanding anything to the Company may from time to time issue after contrary herein, in the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or event a proposed issuance is to be issued in any public offering or made pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)underwritten public offering, the Company notice required in this Section 4.6 shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) be given not less than 30 days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up prior to such Member’s Preemptive Right Share of such New Securities for issuance; the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to at which Cheminor may purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member shares pursuant to this Section 7.1 4.6 shall be consummated concurrently with the consummation average of the issuance or sale described in closing price therefor for the Preemptive Right Participation Notice. The Company 10-day period ending on the day preceding the date such notice is given; Cheminor's rights to purchase shares shall be free to complete terminate on the proposed issuance or sale of New Securities described in date which is 15 days after the Preemptive Right Participation Notice date such notice is given; and Cheminor shall have no further rights with respect to such issuance, notwithstanding any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth change in the Preemptive Right Participation Notice (except that the amount number of New Securities to be shares issued or sold by other terms thereof, including the Company may be reduced). If a Member indicates in its response price, occurring subsequent to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund the date such amounts, such Member shall be a Defaulting Membernotice was given.

Preemptive Rights. The Company hereby grants (a) After the Equalization Date, prior to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time issuing any Interests or options or rights to time issue after acquire Interests (other than (i) any equity issuance associated with an acquisition previously approved by NGPMR, (ii) Interests issued in connection with any split, distribution or recapitalization of the Effective Date Company, (iii) Interests issued in any initial public offering registration statement filed under the “Preemptive Right”)Securities Act, or (iv) in connection with any capital raising or financing efforts by the Company the purpose of which is to fund any activities of the Company which were the subject of a Capital Call made pursuant to Section 4.1(c) that was not fully funded by the Members; provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or any Interests to be issued in such capital raising or financing efforts, and the pricing of such Interests, are equivalent to the terms of such Capital Call), whether through exchange, conversion or otherwise (the “New Interests”), to a proposed third party purchaser (the “Proposed Purchaser”), each Member who is not in default of this Agreement and which certifies to the Company’s reasonable satisfaction that it is an “accredited investor” within the meaning of Rule 501 under the Securities Act (an “Eligible Member”) shall have the right to purchase a portion of the New Interests in accordance with this Section 5.7. (b) The Company shall give each Eligible Member prior written notice (the “First Notice”) of any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an proposed issuance of New Securities Interests, which shall set forth in reasonable detail the proposed terms and conditions thereof (as determined by the Board in a single transaction or a series good faith) and shall offer to each Eligible Member the opportunity to purchase its Percentage Interest (as of related transactions)the date of such notice) of the New Interests, on the same terms and conditions and at the same time as the New Interests are proposed to be issued by the Company. If any Eligible Member desires to exercise its preemptive rights under this Section 5.7, it must deliver an irrevocable written notice within 30 days after the Eligible Member’s receipt of the First Notice (the “Election Period”) setting forth the dollar amount of the New Interests the Eligible Member (the “Electing Member”) is electing to purchase, up to its Percentage Interest plus any additional amount of New Interests it desires to purchase in excess of its Percentage Interest (the “Over-Allotment Amount”) if other Eligible Members do not exercise their preemptive rights hereunder. The right of each Electing Member to purchase New Interests in excess of its Percentage Interest shall be based on the relative Percentage Interests of the Electing Members desiring to purchase Over-Allotment Amounts. (c) If the Eligible Members do not subscribe for all of the New Interests, the Company shall give to each Member written notice of its intention have the right, but not the obligation, to issue and sell the unsubscribed portion of the New Securities (Interests to the “Preemptive Right Participation Notice”)Proposed Purchaser at any time during the 90 days following the end of the Election Period, describing at the amount and type of New Securities, the cash purchase same price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that First Notice. The Board may, in its reasonable discretion, impose such other reasonable and customary terms and procedures such as setting a closing date and requiring customary closing deliveries in connection with any preemptive rights offering. In the amount of event any Electing Member refuses to purchase the New Securities Interests for which it subscribed pursuant to be issued or sold by this Section 5.7, then in addition to any other rights the Company may have at law or in equity, such Electing Member and any transferee thereof shall not be reduced). If a considered an Eligible Member indicates for any future rights granted under this Section 5.7 unless the Board expressly designates otherwise (which the Board may, in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does sole discretion, do on an offer-by-offer basis or not fund such amounts, such Member at all) and shall be deemed a Defaulting MemberMember under Section 4.2.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member(a) Each Chicago Investor’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that Share Percentage” shall be equal to a fraction (i) the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or numerator of which is the number of shares of Company Common Stock held by such Chicago Investor on the date of the Company’s written notice pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. Section 2.4(b) and (ii) the denominator of which is the aggregate number of shares of Company Common Stock outstanding on such date. (b) In the event the Company proposes to undertake an issuance of New Securities (in a single transaction Voting Securities, or a series securities of related transactions), the Company that are convertible, exchangeable or exercisable for or into Voting Securities, to any Related Party, other than in an Exempt Issuance, it shall give to each Member Chicago Investor prompt written notice of its intention describing in reasonable detail the number and type of securities proposed to issue New Securities be issued (the “Preemptive Right Participation NoticeOffered Securities”), describing the amount and type of New Securitiescash price therefor, the cash purchase price expected date of closing of such issuance of the Offered Securities (which shall be at least fifteen (15) days after the date of delivery of such notice) and the general terms upon which it the Company proposes to issue the same; provided, that following the delivery of such New notice, the Company shall deliver to each Chicago Investor any such information the Chicago Investors may reasonably request in order to evaluate the proposed issuance, except that the Company shall not deliver any MNPI Information if it has received an MNPI Notice that has not been withdrawn, and the Company shall not be required to deliver to the Chicago Investors any information that has not been or will not be provided to the proposed purchasers of the Offered Securities; provided further that any MNPI Information not furnished by the Company due to an MNPI Notice shall be promptly provided to the Chicago Investors upon their written request. Each Member Chicago Investor shall have twenty ten (2010) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) notice to agree in writing to purchase for cash up to any or all of such MemberChicago Investor’s Preemptive Right Share Percentage of such New Offered Securities for at the price and upon the general terms and conditions specified in the Preemptive Right Participation Notice Company’s notice, by giving such Chicago Investor delivering written notice to the Company and stating therein the quantity of New Offered Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as purchased. Upon the maximum amount issuance of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Offered Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental BodyRelated Party, the closing Company shall issue to each participating Chicago Investor such number of Offered Securities, on the same terms or terms no less favorable in any purchase material respect than those offered to any Related Party, as was designated in the written notice therefor delivered to the Company in accordance with this Section 2.4, against payment in full for such Offered Securities. (c) In the event any Chicago Investor fails to exercise, within such ten (10) day period, the right to acquire its full Preemptive Share Percentage of the Offered Securities offered, the Company shall have ninety (90) days to sell or enter into an agreement to sell (pursuant to which the sale of Offered Securities covered thereby shall be closed, if at all, within one hundred and twenty (120) days from the date of such agreement) all such Offered Securities for which such preemptive rights were not exercised, at a price and upon terms not more favorable in the aggregate to the Related Parties thereof as was specified in the Company’s notice delivered pursuant to Section 2.4(b). In the event the Company has not (i) sold or issued, or entered into any agreement to sell, all such Offered Securities within such ninety (90) day period or (ii) if the Company so entered into an agreement to sell all such Offered Securities, sold and issued all such Offered Securities within one hundred and twenty (120) days from the date of such agreement, the Company shall not thereafter issue or sell any Offered Securities to any Related Party without first again offering such securities to the Chicago Investors in the manner provided in this Section 2.4. (d) The election by Chicago Investors not to exercise its preemptive rights under this Section 2.4 in any Member pursuant one instance shall not affect their right as to any subsequent proposed issuance. (e) In the case of an issuance subject to this Section 7.1 2.4 for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold reasonably determined by the Company may be reduced). If a Member indicates Board in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Membergood faith.

Preemptive Rights. The Company (a) Savvis hereby grants to each Member Eligible Investor a right (the right "Preemptive Right") to purchase such Member’s Preemptive Right all or any part of its Pro Rata Share of all (or any part) amount of any New Securities Capital Stock that the Company may Savvis may, from time to time issue after the Effective Date time, propose to sell and issue. (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. b) In the event the Company that Savvis proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Capital Stock, the Company it shall give to each Member Eligible Investor written notice (the "Preemptive Right Notice") of its intention to issue New Securities (the “Preemptive Right Participation Notice”)intention, describing the amount and type of New SecuritiesCapital Stock, the cash purchase price price, and the general material terms and conditions upon which it Savvis proposes to issue such New Securitiesthe same to any Person. Each Member Such Eligible Investor shall have twenty (20) 20 business days from after issuance of the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right all or any portion of its Pro Rata Share of such amount of New Securities for Capital Stock at the price and upon the terms and conditions specified in the Preemptive Right Participation Notice notice (which terms shall be no less favorable than those offered to any third party purchaser) by giving written notice to the Company Savvis and stating therein the quantity of New Securities Capital Stock to be purchased purchased. (not to exceed such Members’ Preemptive Right Sharec) as well as In the maximum amount event that any shares of New Securities it would purchase. If any Member fails Capital Stock subject to so respond in writing within the Preemptive Right Notice Periodare not purchased by an Eligible Investor within the period specified above, then such Member Savvis shall forfeit have 90 days thereafter to sell (or enter into an agreement pursuant to which the right hereunder sale of New Capital Stock that had been subject to purchase its the Preemptive Right Share shall be closed, if at all, within 45 days from the date of such said agreement) the New Securities and the Company will allocate Capital Stock with respect to which the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation all of the issuance or sale described Eligible Investors were not exercised at a price and upon terms and conditions, including manner of payment, no more favorable to the purchasers thereof than specified in the Preemptive Right Participation Notice. The Company shall be free to complete In the proposed issuance event Savvis has not sold all offered New Capital Stock within such 90 day period (or sale of sold and issued New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 Capital Stock in accordance with the terms and conditions set forth foregoing within 45 days from the date of such agreement) Savvis shall not thereafter issue or sell any New Capital Stock, without first offering a portion of such New Capital Stock to the Eligible Investors in the Preemptive Right Participation Notice manner provided above in this Section 7. (except that d) The provisions of this Section 7 shall continue in force and effect until the amount earlier to occur of New Securities to be issued or sold by (i) the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberdate on which no shares of Preferred Stock are outstanding and (ii) the date on which there are no Eligible Investors.

Preemptive Rights. Subject to Sections 3.1 and 3.2, the Company shall not issue, or cause any of its Subsidiaries to issue any Equity Securities, except in accordance with the following procedures: (a) The Company hereby grants shall deliver to each Member Preemptive Shareholder a written notice (a “Preemptive Offer Notice”) which shall (i) state the right to purchase such Member’s Preemptive Right Share intention of all (the Company or any partof its Subsidiaries to issue Equity Securities to one or more Persons, the amount and type of Equity Securities to be issued (the “Issuance Securities”), the purchase price therefor and a summary of the other material terms of the proposed issuance and (ii) offer each of the Preemptive Shareholders the option to acquire all or any New part of the Issuance Securities that the Company may from time to time issue after the Effective Date (the “Preemptive RightOffer”). The Preemptive Offer shall remain open and irrevocable for the period set forth below (and, to the extent the Preemptive Offer is accepted during such period, until the consummation of the issuance contemplated by the Preemptive Offer). Each Preemptive Shareholder shall have the right and option, for a period of fifteen (15) Business Days after delivery of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to elect to purchase all or any portion of its or his Preemptive Percentage of the Issuance Securities (and any of its or his Affiliates’ Preemptive Percentage of the Issuance Securities not purchased by such Affiliates) at the purchase price and on the terms stated in the Preemptive Offer Notice. Such acceptance shall be made by a Preemptive Shareholder by delivering a written notice to the Company within the Preemptive Acceptance Period specifying the maximum number of shares of the Issuance Securities such Preemptive Shareholder will purchase. (b) If valid acceptance shall not be received pursuant to Section 3.5(a) above with respect to all of the Issuance Securities offered pursuant to the Preemptive Offer Notice, then the Company or its Subsidiary, as applicable, may issue all or any portion of such Issuance Securities so offered and not so accepted, at a price not less than the price, and on terms not more favorable to the purchaser thereof than the terms, stated in the Preemptive Offer Notice at any time within sixty (60) days after the expiration of the Preemptive Acceptance Period (the “Issuance Period”). In the event that any Issuance Securities are not so issued by the Company during the Issuance Period, the right of the Company or its Subsidiary, as applicable, to issue such unsold Issuance Securities shall expire and the obligations of this Section 3.5 shall be reinstated and such securities shall not be offered unless first reoffered to the Preemptive Shareholders in accordance with this Section 3.5. (c) All sales of Issuance Securities to the Preemptive Shareholders subject to any Preemptive Offer Notice shall be consummated contemporaneously on the later of (i) a mutually satisfactory Business Day within ten (10) Business Days after the expiration of the Preemptive Acceptance Period or (ii) the fifth (5th) Business Day following the receipt of any regulatory approvals applicable to such issuance, or at such other time and/or place as the Company and the applicable Preemptive Shareholders may otherwise agree. The delivery of certificates or other instruments evidencing such Issuance Securities shall be made by the Company or its Subsidiary, as applicable, on such date against payment of the purchase price for such Issuance Securities. (d) Notwithstanding anything to the contrary in this Section 3.5, the pre-emptive right hereunder shall not apply to any sale, offer or issuance of Equity Securities: (i) to employees, officers or consultants pursuant to any ESOP or similar share-based plan approved by the Board in accordance with the Company’s Charter Documents, (ii) in connection with any exercise of conversion rights by any Person holding any convertible securities of the Company not in contravention of the Transaction Documents or the Company’s Charter Documents, or (iii) any Equity Securities issued in connection with any share split, share dividend or any share subdivision or other similar event in which all shareholders of the Company are entitled to participate on a pro rata basis. (e) Investors’ rights under this Section 3.5 shall be suspended if and as long as, solely as a result of exercise of the rights under this Section 3.5, the Investors in aggregate own legally or beneficially more voting power of the Company than the voting power of the Company legally or beneficially owned by the Founder and his Affiliates. (f) Notwithstanding the foregoing, no Group Company shall be permitted to issue any Equity Securities to an Investor Competitor without the prior written consent of Alibaba; provided, however, that the Preemptive Right foregoing restriction shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance offerings or sale of New Equity Securities described in to public investors where the Preemptive Right Participation Notice with respect to any New Securities Company is not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except aware that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Membertransferee is an Investor Competitor.

Preemptive Rights. (a) The Company hereby grants to each Member the a preemptive right to purchase its proportionate share, based on such Member’s Preemptive Right Share of all (or any part) Percentage Interest, of any New Securities Units that the Company may may, from time to time time, propose to sell and issue after in accordance with this Agreement, subject to the Effective Date terms and conditions set forth below. (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event b) If the Company proposes intends to undertake an issuance of New Securities (in a single transaction or a series of related transactions)issue and sell additional Units, the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)such intention, describing the amount general terms and type of New Securitiesconditions upon which the Company proposes to effect such issuance, including the purchase price for such additional Units, the cash purchase price proposed purchaser and the general terms upon which it proposes to issue closing date for the sale and issuance of such New SecuritiesUnits. Each Member shall have twenty thirty (2030) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) notice to agree in writing to purchase for cash up to all or part of its proportionate share of such Units, based on such Member’s Preemptive Right Share of such New Securities Percentage Interest, for the price and upon the general terms and conditions specified in the Preemptive Right Participation Notice Company’s notice by giving written notice to the Company and stating therein the quantity quality of New Securities Units to be so purchased. If the Members, as a group, have elected to purchase some but not all of the Units within such thirty (30)-day period, those Members that have elected to purchase their proportionate share of the Units (the “Preemptive Rights Participants”) shall have an additional fifteen (15)-day period to elect to purchase the balance of the Units, which right to purchase shall be allocated among them proportionately based on their relative Percentage Interests. Each Member that provides notice of its desire to purchase such Units shall provide payment for the Units by wire transfer against delivery of the Units to be purchased at a time and place agreed upon between the parties, which time shall be no later than forty-five (not 45) days after delivery of the Member’s notice to exceed such Members’ Preemptive Right Sharethe Company. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within exercise the Preemptive Right Notice Period, then such Member shall forfeit the foregoing preemptive right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities Units withinsuch initial thirty (30)-day period (with any non-response by a Member constituting a deemed failure to exercise) and the Preemptive Rights Participants fail to purchase the balance of Units as set forth in Section 3.6(b), the Company may within one hundred twenty (120) days thereafter sell any or all of such Units not elected agreed to be purchased by the Members and the Preemptive Rights Participants, at a price and upon general terms no more favorable to the purchasers thereof than specified in the notice given to each Member pursuant to this Section 7.1 in accordance with 3.6(b). In the terms and conditions set forth event the Company has not sold such Units within such one hundred twenty (120)-day period the Company shall not thereafter issue or sell any Units without again first offering such Units to the Members in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Membermanner provided above.

Preemptive Rights. (a) If, other than in connection with an acquisition or other business combination, in contemplation of an initial public offering of equity securities of the Company or in respect of issuances of Membership Units pursuant to Section 8.5 of this Agreement, the Company proposes to issue, grant or sell Membership Units or any securities exchangeable or convertible into Membership Units in accordance with the provisions of this Agreement, the Company shall first give to the Members a notice setting forth in reasonable detail the price and other terms on which such Membership Units are proposed to be issued or sold, the terms of such Membership Units and the amount thereof proposed to be issued, granted or sold (without limiting the consent rights of any Member in connection therewith). The Members shall thereafter have the preemptive right, exercisable by notice to the Company hereby grants no later than twenty (20) days after the Company's notice is given, to each purchase the amount of such Membership Units set forth in such Member's notice (but in no event more than such Member's pro rata share thereof, as of the date of the Company's --- ---- notice, based upon the ratio of the Membership Units held by such Member to the aggregate of the Membership Units of the Company), for the price and other terms set forth in the Company's notice. Any notice by a Member exercising the right to purchase Membership Units pursuant to this Article XIII shall constitute an irrevocable commitment to purchase from the Company the Membership Units specified in such Member’s Preemptive Right Share notice, subject to the maximum set forth in the preceding sentence. If the Members fail to exercise their preemptive right to the full extent of all their pro rata share, the Company shall provide notice thereof to the --- ---- exercising Members and an additional ten (10) days to subscribe for the remaining Membership Units subject to preemptive rights. If the Members exercise their preemptive right set forth in this Section 13.1 to the full extent of their pro rata share or for any partother reason the Company shall not --- ---- issue, grant or sell Membership Units to Persons other than the Members then the closing of the purchase shall take place on such date, no less than ten (10) and no more than thirty (30) days after the expiration of any New Securities that the 20-day period referred to above, as the Company may from select and notify the Members at least seven (7) days prior thereto. If the Members do not exercise their preemptive rights to the full extent of their pro rata shares, and, as contemplated by Section --- ---- 13.1(b), the Company shall issue, grant or sell Membership Units to Persons other than the Members, then the closing of the issuance of Membership Units to Members shall take place at the same time as the closing of such issuance, grant or sale to time issue after non-Members. (b) If the Effective Date Members do not exercise their preemptive rights to the full extent of their pro rata shares, the Company shall use its good faith and --- ---- commercially reasonable efforts to issue, grant or sell the remaining Membership Units on the terms set forth in its notice to the Members unless the Company is advised by its financial advisors that the remaining number or amount is too small to be reasonably sold. From the expiration of the 20-day period first referred to in Section 13.1(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any Person, other than a Member thereof, Membership Units having the terms set forth in the Company's notice relating to such Membership Units for a price and other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (the “Preemptive Right”without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Preemptive Right shall Company may not apply with respect to New Securities issues -------- ------- issue, grant or to be issued sell Membership Units in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing amount greater than the amount and type of New Securities, set forth in such notice minus the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities amount purchased or committed to be purchased by the Members upon exercise of their preemptive rights. (not to exceed such Members’ Preemptive Right Sharec) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond The preemptive rights set forth above in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 13.1 shall be consummated concurrently with the terminate upon consummation of an initial public offering of equity securities of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberCompany.

Preemptive Rights. The Company hereby grants to each Member (a) In the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may event that, from time to time following the date hereof, the Partnership proposes to sell or issue after New Units to any Person, each then-existing Member shall have the Effective Date right (a “Preemptive Right”) to purchase a pro rata portion of the New Units proposed to be sold or issued equal to the percentage determined by dividing (x) the Units held by each such Limited Partner at the time of such proposed sale or issuance by (y) the aggregate Units in the Partnership at the time of such proposed sale or issuance. Each Limited Partner will be entitled to purchase all or part of such New Units at the same price and on the same terms as such New Units are proposed to be sold or issued by the Company pursuant to this Section 10.03. (b) Prior to the sale or issuance of any New Units to any Person, the Partnership shall cause to be given to each Limited Partner written notice of the Partnership’s intention to make such sale or issuance (the “Preemptive RightNotice”); provided. The Preemptive Notice shall set forth the aggregate number of Units to be sold or issued, howeverthe proposed purchasers, the proposed date of sale or issuance (which date shall not be less than twenty (20) Business Days after the date of delivery of the Preemptive Notice, the consideration that the Preemptive Right Company will receive therefore and all other material terms and conditions of such sale or issuance. Each Limited Partner shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities have thirty (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities 30) Business Days (the “Preemptive Right Participation NoticeNotice Window”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such the Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up his or her pro rata portion of the New Units offered to such Member’s Preemptive Right Share of such New Securities Limited Partner by the Partnership pursuant to this Section 10.03 for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of such New Securities Units such Member elects to be purchased purchase (not the “Preemptive Reply”). In the event that a Limited Partner delivers a Preemptive Reply (such Member, an “Exercising Member”), the Partnership shall sell to exceed such Members’ Preemptive Right Share) as well as Exercising Member, and such Exercising Member shall purchase from the maximum amount of New Securities it would purchase. If any Member fails to so respond Partnership, for the consideration and on the terms set forth in writing within the Preemptive Right Notice Period, then the number of Units that such Exercising Member shall forfeit the right hereunder has elected to purchase its Preemptive Right Share of such New Securities and on the Company will allocate same day the rights to purchase such New Securities to any other Member that indicated it Partnership sells or issues (or would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining have sold or issued) the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale Units described in the Preemptive Right Participation Notice. The Company shall be free . (c) In the event that any Limited Partner fails to complete the proposed issuance or sale of New Securities described exercise in full the Preemptive Right Participation Rights set forth in this Section 10.03 within the Preemptive Notice with respect Window, the Partnership shall have thirty (30) Business Days thereafter to any sell or issue the New Securities Units not elected to be purchased pursuant to under this Section 7.1 in accordance with 10.03 at the price and upon terms and conditions set forth no more favorable to the purchasers than specified in the Preemptive Right Participation Notice (except Notice. In the event that the amount of Company has not sold such New Securities to be issued Units within such subsequent thirty (30) Business Day period, the Partnership shall not thereafter sell or sold by issue any New Units without first offering such New Units in the Company may be reduced). If a Member indicates manner provided in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberthis Section 10.03.

Preemptive Rights. The (i) In the event that the Company hereby grants shall propose after the date hereof to issue and sell any Units or any rights to subscribe for or purchase pursuant to any option or otherwise any Units (collectively “New Units”) or enter into any contracts relating to the issuance or sale of any New Units, each Member of the Class A Members and Class B Members (“Preemptive Members”) shall have the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities purchase, at the price and on the terms that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance issue and sell the New Units, a number of the additional New Securities Units based on each such Preemptive Member’s Ownership Percentage Interest (“Proportionate Percentage”). The Company shall offer to sell to each Preemptive Member its Proportionate Percentage of such New Units (“Offered New Units”) at the price and on the terms described above, which shall be specified by the Company in a single transaction or a series of related transactions), the Company shall give written notice delivered to each Preemptive Member written notice of its intention to issue New Securities (the “Preemptive Right Participation NoticeOffer”), describing the amount and type . The Preemptive Offer shall by its terms remain open for a period of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty at least fifteen (2015) calendar days from the date of receipt delivery thereof and shall specify the date (“Preemptive Offer Closing Date”) on which the Offered New Units will be sold to accepting Preemptive Members (which shall be at least thirty (30) calendar days but not more than ninety (90) calendar days from the date written notice of the Preemptive Offer is delivered). In the event that the Offered New Units consist of more than one Class of Units being offered, each Preemptive Member exercising such Preemptive Member’s preemptive rights hereunder shall be required to purchase an equal percentage of each such Class of such Offered New Units. (ii) Each Preemptive Member shall have the right, during the period prior to the Preemptive Offer Closing Date to purchase any or all of its Proportionate Percentage of the Offered New Units at the purchase price and on the terms stated in the Preemptive Offer. Notice by any Preemptive Member of its acceptance, in whole or in part, of a Preemptive Offer shall be in writing (a “Preemptive Notice of Acceptance”) signed by such Preemptive Member and delivered to the Company prior to the Preemptive Offer Closing Date, setting forth the number of Offered New Units such Preemptive Member elects to purchase. (iii) Each Preemptive Member shall have the additional right to offer in its Preemptive Notice of Acceptance to purchase any of the Offered New Units not accepted for purchase by any other Preemptive Members, in which event such Offered New Units not accepted by such other Preemptive Members shall be deemed to have been offered to and accepted by the Preemptive Members exercising such additional right under this paragraph Section 2.01(b)(iii), pro rata in accordance with their respective Proportionate Percentages (determined without regard to those Preemptive Members not electing to purchase their full respective Proportionate Percentages under the foregoing Section 2.01(b)(ii)) on the same terms and conditions as those specified in the Preemptive Offer, but in no event shall any such electing Preemptive Member be allocated a number of New Units in the Company in excess of the maximum number of Offered New Units such Preemptive Member has elected to purchase in its Preemptive Notice of Acceptance. (iv) In the case of any such Preemptive Right Participation Notice Offer, if Preemptive Notices of Acceptance given by the Preemptive Members do not cover in the aggregate all of the Offered New Units, the Company may during the ninety (90) calendar day period following the “Preemptive Right Notice Period”) Offer Closing Date sell to agree in writing to purchase for cash up to such Member’s any other Person or Persons all or any part of the New Units not covered by the Preemptive Right Share Notices of such New Securities for the price and upon Acceptance, but only on the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice that are no more favorable to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval Person or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions Persons than those set forth in the Preemptive Right Participation Notice Offer and subject to and conditioned upon such Person(s) compliance with Section 7.02 with respect to admission as a new Member. (except that v) The preemptive rights established by this Section 2.01(b) shall have no application to the amount of New Securities to be issued or sold issuance and sale by the Company may be reduced). If a Member indicates of any Units or other equity securities of the Company: (a) in its response connection with any distribution or recapitalization of the Company; (b) to banks, equipment lessors or other financial institutions pursuant to a Preemptive Right Participation Notice that it debt financing or equipment leasing transaction approved by the Managers (in their sole discretion); (c) to employees, officers, consultants or other Persons performing services for the Company (if issued solely because of any such Person’s status as an employee, officer, consultant or other Person performing services for the Company and not as part of any offering of Units or equity securities) whether or not pursuant to or any equity incentive plan approved by the Managers (in their sole discretion) and (d) in connection with a merger, consolidation, acquisition or similar business combination approved by the Managers (in their sole discretion). (vi) Notwithstanding anything to the contrary in this Agreement, the Company shall purchase New Securities but then does not fund such amounts, such neither issue nor sell any Class B Units other than the Class B Units issued to the Class B Member shall be a Defaulting Memberon the date of this Agreement.

Preemptive Rights. The (a) Subject to and without limiting the other applicable provisions of this Agreement, should the Company hereby grants determine to issue and sell any New Interests prior to an IPO, then each Member shall have the right to purchase up to such Member’s Preemptive Right Share pro rata share of all such New Interests (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (such purchase rights, the “Preemptive RightRights”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. . (b) In the event that the Company proposes to undertake an issuance of issue or sell New Securities (in a single transaction or a series of related transactions)Interests, the Company shall give to notify each Member written notice in writing within 30 days of its intention to issue the proposed issuance and sale of New Securities Interests (the “Preemptive Right Participation New Interests Notice”), describing . Each New Interests Notice shall set forth: (i) the amount and type number of New SecuritiesInterests proposed to be issued or sold by the Company and their purchase price; (ii) such Member’s pro rata portion of New Interests and (iii) any other material term, including any applicable regulatory requirements and, if known, the cash purchase price expected date of consummation of the issuance and sale of the general terms upon New Interests (which it proposes to issue such date, in any event shall be no earlier than 30 days following the date of delivery of the New Securities. Interests Notice). (c) Each Member shall have twenty (20) be entitled to exercise its Preemptive Right to purchase such New Interests by delivering an irrevocable written notice to the Company within 20 days from the date of receipt of any such Preemptive Right Participation New Interests Notice (specifying the “Preemptive Right Notice Period”) number of New Interests to agree be subscribed, which in writing to purchase for cash up to any event can be no greater than such Member’s Preemptive Right Share pro rata portion of such New Securities for Interests, at the price and upon on the terms and conditions specified in the New Interests Notice. (d) Each Member exercising its right to purchase its entire pro rata portion of New Interests being issued (each a “Subscribing Member”) shall have a right of over-allotment such that if any other Member fails to exercise its Preemptive Right Participation Notice to purchase its entire pro rata portion of New Interests (each, a “Non-Subscribing Member”, including any Member that fails to exercise its right to purchase its entire pro rata share of Remaining New Interests, as described below), such Subscribing Member may purchase its pro rata share, based on the relative percentage ownership of the Units then owned by the Subscribing Members, of those New Interests in respect to which the Non-Subscribing Members have not exercised their Preemptive Right (the “Remaining New Interests”) by giving written notice to the Company and stating therein within three Business Days from the quantity date that the Company provides written notice of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails Interests as to so respond in writing within the Preemptive Right Notice Period, then which such Member shall forfeit the right hereunder Non-Subscribing Members have failed to purchase its Preemptive Right Share of such New Securities and the Company will allocate the exercise their rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Noticethereunder. The Company shall be free reoffer any Remaining New Interests to complete the proposed issuance or sale of New Securities described Members in successive rounds (without regard to the time periods specified in the Preemptive Right Participation Notice with respect foregoing provisions) until such time as the Members have collectively agreed to any purchase all of the New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with Interests being issued or all of the terms and conditions set forth Members are Non-Subscribing Members in the Preemptive Right Participation Notice (except that the amount last round of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberoffers.

Preemptive Rights. The (a) If the Company hereby grants to each Member authorizes the right to purchase such Member’s Preemptive Right Share of all (issuance or any part) sale of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues Indebtedness or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Equity Securities (in each case, a single transaction or a series of related transactions"NEW ISSUANCE"), the Company shall give first offer to sell to each Member Securityholder by delivery of written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share a portion of such New Securities for Issuance equal to the quotient (1) the numerator of which is the number of Company Shares held by such Securityholder and (2) the denominator of which is the aggregate number of Company Shares then outstanding, calculated on a fully-diluted basis. Each Securityholder shall be entitled to purchase securities being sold in such New Issuance at the most favorable price and upon on the most favorable terms as such securities are to be sold to any other Person. (b) In order to exercise its purchase rights hereunder, a Securityholder must, within 30 days after receipt of written notice from the Company describing in reasonable detail the terms of the New Issuance and conditions specified in the Preemptive Right Participation Notice by giving such Securityholder's percentage allotment, deliver a written notice to the Company and stating therein describing its election to purchase all or any portion of the quantity of New Securities securities offered to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchasehereunder. If any Member fails all of the securities offered to so respond the Securityholders in writing within the Preemptive Right Notice PeriodNew Issuance are not fully subscribed for by the Securityholders, then such Member the portion of the New Issuance which has been offered to, but not subscribed for, by the Securityholders shall forfeit be reoffered to the right hereunder Securityholders who have subscribed to purchase its Preemptive Right Share their full allotment of the New Issuance upon the terms set forth in this paragraph, except that such Securityholders must exercise their purchase rights within five days after receipt of notice of such New Securities and reoffer. (c) Upon the Company will allocate expiration of the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Bodyoffering periods described above, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free entitled to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities sell all securities which Securityholders have not elected to be purchased pursuant to this Section 7.1 in accordance with purchase during the 90 days following such expiration on terms and conditions set forth in no more favorable to the Preemptive Right Participation Notice (except that purchasers thereof than those offered to the amount of New Securities to Securityholders. No securities may be issued -12- offered or sold by the Company may be reduced). If a Member indicates in its response after such 90-day period unless they have first been reoffered to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberthe Securityholders pursuant to the terms of this SECTION 10.2.

Preemptive Rights. The 6.7.1 If, following the date of this Agreement, Company hereby grants proposes to issue additional Units, or any options, rights or warrants to purchase equity securities or any securities convertible or exchangeable into (collectively, “Derivative Securities”) Units, Company shall provide written notice to each Member of such anticipated issuance no later than twenty (20) Business Days prior to the right to anticipated issuance date. Such notice shall set forth the material terms and conditions of the issuance, including the proposed purchase price for such Member’s Preemptive Right Share of all new Units (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Derivative Securities, as the cash purchase price case may be) and the general terms upon which it proposes to issue such New Securitiesanticipated issuance date. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing right to purchase for cash up to such Member’s Preemptive Right Share its pro rata portion of such New Securities for new issuance at the price and upon on the terms and conditions specified in the Preemptive Right Participation Notice Company’s notice by giving delivering an irrevocable written notice to Company no later than five (5) Business Days before the Company and stating therein anticipated issuance date, setting forth the quantity number of New Securities to be purchased such new Units (not to exceed such Members’ Preemptive Right Share) as well or Derivative Securities, as the case may be) for which such right is exercised. Such notice shall also include the maximum amount number of New Securities it new Units (or Derivative Securities, as the case may be) such Member would purchasebe willing to purchase in the event any other Member elects to purchase less than its pro rata portion of such Units (or Derivative Securities, as the case may be). If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder elects not to purchase its Preemptive Right Share full pro rata portion of such New Securities and new Units (or Derivative Securities, as the case may be), Company will shall allocate the rights any remaining amount pro rata among those Members holding Units who have indicated in their notice to Company a desire to purchase such New Securities Units (or Derivative Securities, as the case may be). 6.7.2 In the event Members do not purchase all such new Units (or Derivative Securities, as the case may be) in accordance with the procedures set forth in Section 6.7.1 hereof, Company shall have sixty (60) Days after the expiration of the anticipated issuance date to sell to other Persons the remaining new Units at the price and on the terms and conditions specified in Company’s notice to the Members pursuant to Section 6.7.1 hereof. If Company fails to sell such Units (or Derivative Securities, as the case may be) within sixty (60) Days of the anticipated issuance date provided in the notice given to Members pursuant to Section 6.7.1 hereof, Company shall not thereafter issue or sell any other Member that indicated it would purchase New Securities Units (or Derivative Securities, as the case may be) without first offering such Units (or Derivative Securities, as the case may be) to the Members in excess of its Preemptive Right Share based on their relative Preemptive Right Sharesthe manner provided in Section 6.7.1 hereof. Subject Company shall amend Exhibit A to obtaining reflect the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with Person of Units (or Derivative Securities, as the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 case may be) in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold this Section 6.7. 6.7.3 The election by the Company may be reduced). If a Member indicates not to exercise its preemptive rights under this Section 6.7 in any one instance shall not affect its right (other than in respect of a reduction in its response percentage holdings) as to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund any future issuances under this Section 6.7. Any sale of such amounts, such Member securities by Company without first giving the Members the rights described in this Section 6.7 shall be a Defaulting Membervoid and of no force and effect.

Preemptive Rights. (a) The Company hereby grants shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Equity Securities of the Company to any Person or (ii) any debt securities of the Company to any Member (collectively, the “Preemptive Securities”) unless, in each case, the Company shall have first offered to sell to each Member Common Holder and the right to purchase holders of any Class F Preferred Membership Interests (each a “Preemptive Holder”) such MemberPreemptive Holder’s Preemptive Right Share of all (or any part) of any New Securities that the Preemptive Securities, at a price and on such other terms as shall have been specified by the Company may from time in writing delivered to time issue after the Effective Date each such Preemptive Holder (the “Preemptive RightOffer”); provided, however, that which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least ten calendar days from the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event date it is delivered by the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation NoticeOffer Period”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date Preemptive Holder may elect to purchase all or any portion of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such MemberHolder’s Preemptive Right Share of such New the Preemptive Securities for as specified in the Preemptive Offer at the price and upon the terms and conditions specified in the Preemptive Right Participation Notice therein by giving delivering written notice of such election to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well soon as the maximum amount of New Securities it would purchase. If practical but in any Member fails to so respond in writing event within the Preemptive Right Notice Offer Period; provided that if the Company is issuing Equity Securities together as a unit with any debt securities or other Equity Securities, then such Member shall forfeit the right hereunder any Preemptive Holder who elects to purchase its the Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with 12.3 must purchase the consummation same proportionate mix of all of such securities. Notwithstanding anything to the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions contrary set forth in the this Agreement, a Preemptive Right Participation Notice (except that the amount Holder may assign all or any portion of New its right to acquire Preemptive Securities to its direct or indirect equityholders, and upon any such assignment, each such equityholder shall be issued or sold by the Company may be reduced). If a Member indicates in its response to deemed a Preemptive Right Participation Notice that it shall purchase New Holder for the purposes of this Section 12.3. (b) Each Preemptive Holder’s “Preemptive Share” of Preemptive Securities but then does not fund such amounts, such Member shall be determined as follows: the total number of Preemptive Securities, multiplied by a Defaulting Memberfraction, (i) the numerator of which is the number of Common Membership Interests then held, directly or indirectly, by such Preemptive Holder on a Fully-Diluted Basis, and (ii) the denominator of which is the number of Common Membership Interests then held by all Preemptive Holders (including such Preemptive Holder) on a Fully-Diluted Basis.

Preemptive Rights. (a) The Company hereby grants shall give each Other Class A Member written notice (an “Issuance Notice”) of any proposed issuance by the Company of any Units (other than Excluded Units) at least ten (10) Business Days prior to the proposed issuance date. The Issuance Notice shall specify the number and class of such Units and the price at which such Units are to be issued and the other material terms and conditions of the issuance. Subject to Section 8.10(e) below, each Other Class A Member the right shall be entitled to purchase such Other Class A Member’s Preemptive Right Pro Rata Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or Units proposed to be issued at the price and on the other terms and conditions specified in any public offering the Issuance Notice. (b) Each Other Class A Member may exercise his or pursuant her rights under this Section 8.10 by delivering notice of his or her election to failures purchase such Units to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give and to each Member written notice of its intention to issue New Securities other within ten (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (2010) days from the date Business Days of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share Issuance Notice. A delivery of such New Securities for notice (which notice shall specify the number (or amount) of Units to be purchased by such Other Class A Member submitting such notice) by such Other Class A Member shall constitute a binding agreement of such Other Class A Member to purchase, at the price and upon on the terms and conditions specified in the Preemptive Right Participation Issuance Notice, the number (or amount) of Units specified in such Other Class A Member’s notice. If, at the termination of such ten (10) Business Day period, any Other Class A Member shall not have exercised his or her rights to purchase any of such Other Class A Member’s Pro Rata Share of such Units, such Other Member shall be deemed to have waived all of its rights under this Section 8.10 with respect to, and only with respect to, the purchase of such Units. (c) If any Other Class A Member declines to exercise his or her preemptive rights under this Section 8.10 or elects to exercise such rights with respect to less than such Other Class A Member’s Pro Rata Share of such Units (the aggregate amount of Units subject to all such unexercised preemptive rights, the “Excess Units”), any participating Other Class A Member electing to exercise its rights with respect to its full Pro Rata Share (a “Fully Participating Member”) shall be entitled to purchase an additional number of Units equal to the product of (i) the number of Excess Units and (ii) a fraction, the numerator of which is the Aggregate Ownership of the Class A Units owned by the Fully Participating Member, and the denominator of which is equal to the sum of the Aggregate Ownership of that class of Units of all Fully Participating Members. (d) The Company shall have ninety (90) days from the date of the Issuance Notice by giving written notice to consummate the proposed issuance of any or all of such Units that each Other Class A Member has elected not to purchase at the price and upon terms and conditions that are not materially less favorable to the Company and stating therein than those specified in the quantity Issuance Notice, provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of New Securities five (5) Business Days after all such approvals have been received, but in no event later than 120 days from the date of the Issuance Notice. At the consummation of such issuance, the Company will register the Units to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any by each Other Class A Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the exercising preemptive rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 8.10 in the name of such Other Class A Member, against payment by such Other Class A Member of the purchase price for such Units. If the Company proposes to issue any class of Units after such 90-day period or on other terms materially less favorable to the issuer, it shall be consummated concurrently again comply with the consummation of the issuance or sale described procedures set forth in the Preemptive Right Participation Notice. this Section 8.10. (e) The Company shall not be free under any obligation to complete the consummate any proposed issuance or sale of New Securities described in Units, nor shall there be any liability on the Preemptive Right Participation Notice with respect part of the Company to any New Securities Other Class A Member if the Company has not elected to be purchased consummated any proposed issuance of Units pursuant to this Section 7.1 8.10 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in accordance respect of such proposed issuance. (f) The Company may offer and sell Units to the prospective investor subject to the preemptive rights under this Section 8.10 without first offering such Units to each Other Class A Member or complying with the procedures of this Section 8.10, so long as the Board of Managers has determined in good faith that the procedures in this Section 8.10 cannot be complied with prior to the offer and sale of Units and each Other Class A Member receives prompt written notice of such sales and thereafter is given the opportunity to purchase its Pro Rata Share of such Units within forty-five (45) days after the close of such sale and in any event no later than ten (10) Business Days from receipt of the notice referred to herein on substantially the same terms and conditions set forth in and for the Preemptive Right Participation Notice (except that identical price as such sale to the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberprospective investor.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any parta) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event If the Company proposes to undertake issue or sell any Units (including any securities exchangeable or exercisable for, or convertible into, Units), which proposal has been approved by the Board of Managers and Members of the Company pursuant to the provisions hereof, the Company shall first deliver written notice of its proposal to do so (the “Purchase Right Notice”) to each of the Members. The Purchase Right Notice must: (i) identify the name and address of each Person (if known) to which the Company proposes to issue or sell the Units, (ii) specify the number of Units that the Company proposes to issue or sell (the “Issued Units”), (iii) describe the consideration per Unit for the Issued Units (expressed as a value in cash, the “Issued Price”), (iv) describe the material terms and conditions upon which the Company proposes to issue or sell the Issued Units (the “Issued Terms”), and (v) irrevocably offer to issue or sell to each Member any number of Issued Units up to a pro rata portion of the Issued Units, based on the Member’s then-current Interest in the Company, for the Issued Price and on the Issued Terms and in accordance with this Section 10.5. (b) Each Member shall have an option, exercisable for a period of 30 days from the date of delivery of the Purchase Right Notice (the “Purchase Period”), to purchase any number of Issued Units up to a pro rata portion of the Issued Units, based on the Member’s then current Interest in the Company, for the Issued Price and on the Issued Terms (the “Purchase Right”). The Purchase Right shall be exercised by delivery by such Member (a “Purchasing Member”) of written notice to the Board of Managers, which shall state the number of Issued Units to be purchased by such Member. Any written notice delivered by a Purchasing Member to the Company exercising the option set forth under this Section 10.5(b) shall constitute an irrevocable commitment by such Purchasing Member to purchase the number of Issued Units specified in such written notice in accordance with the Purchase Right Notice and this Section 10.5. (c) If a Member does not exercise its Purchase Right during the Purchase Period, then such Member’s Purchase Right with respect to such Issued Units shall terminate. (d) Each Purchasing Member shall purchase from the Company, and the Company shall issue or sell to such Purchasing Member, the number of Issued Units that such Purchasing Member elected to purchase in accordance with this Section 10.5 for the Issued Price and on the Issued Terms on (i) the date of the closing of the issuance of New Securities the Issued Units described in the Purchase Right Notice delivered by the Company pursuant to Section 10.5(a) or (ii) such other date as may be agreed in writing by the Company and such Purchasing Member. Notwithstanding anything to the contrary herein, if the consideration per Unit for the Issued Units is other than for all cash, the Purchase Right hereunder may be exercisable in cash at the fair market value of the securities or other property that constitute such consideration, with such fair market value to be mutually agreed upon by the Company and the applicable Purchasing Member(s) or, in the case of any dispute as to the fair market value, by a single transaction nationally recognized, independent certified public accounting firm chosen by the Board of Managers that has no material business relationship with the Company or a series the applicable Purchasing Member(s), or as the Company and the applicable Purchasing Member(s) may otherwise agree. (e) Upon the earlier of related transactions(i) the expiration of the Purchase Period and (ii) delivery of written notices to the Company from all the Members indicating their intent, in the aggregate, to purchase less than all of the Issued Units (the date of such earlier occurrence, the “Ending Date”), the Company shall give to each Member written notice have the right, exercisable for a period of its intention to issue New Securities 120 days from the Ending Date (the “Preemptive Right Participation NoticeIssuance Period”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall or sell all or a portion of the Issued Units that the Members have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice elected not to purchase (the “Preemptive Right Notice PeriodRemaining Issued Units”) to agree in writing to purchase any Person for cash up to such Member’s Preemptive Right Share of such New Securities for a price per Unit that is not less than the price Issued Price and upon the on terms and conditions specified in that are not more favorable to such other Person than the Preemptive Right Participation Notice by giving written notice to Issued Terms; provided that (i) the Company and stating therein shall be deemed to have issued or sold the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as Remaining Issued Units during the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within Issuance Period if, during the Preemptive Right Notice Issuance Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate has irrevocably entered into a bona fide binding agreement to issue or sell the rights to purchase such New Securities Remaining Issued Units to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, Person and (ii) the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in occurs within 60 days after the Preemptive Right Participation Noticefull execution of such bona fide binding agreement. The If the Company wishes to issue or sell the Remaining Issued Units for a price per Unit that is less than the Issued Price or on terms and conditions that are more favorable to the purchaser than the Issued Terms, or if the Company wishes to issue or sell the Remaining Issued Units following the expiration of the Issuance Period, the Company shall be free required to complete first comply with this Section 10.5 anew. (f) Notwithstanding anything to the proposed issuance or sale of New Securities described in contrary contained herein, the Preemptive Right Participation Notice with respect Purchase Rights established by this Section 10.5 shall not be applicable to any New Securities not elected to be purchased Unit split, dividend or division, or a recapitalization by the Company, pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount which all holders of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberUnits are treated similarly.

Preemptive Rights. The (a) Except to the extent expressly prohibited by law or the rules of the principal securities exchange on which the Common Stock is then listed or traded, other than as set forth in Section 4.2(b) and (d), if the Company hereby grants at any time shall propose to each Member issue any Voting Securities, non-voting equity securities or Convertible Securities following the Closing (a “Post-Closing Issuance”), the TWVC Funds shall have the right to purchase for cash directly from the Company up to their Ownership Percentage of such Member’s Preemptive Right Share of all Participation Shares at the same purchase price (or including any partassumed indebtedness and valuing any non-cash consideration at its Fair Market Value) as the price for the Participation Shares to be issued. The Company shall provide such information, to the extent reasonably available, relating to any non-cash consideration as the TWVC Funds may reasonably request in order to evaluate any such non-cash consideration. (b) The Company shall provide the TWVC Funds ten (10) Business Days prior written notice (or, if such notice period is not practicable under the circumstances, such reasonable prior written notice as is practicable and in any event five (5) Business Days prior written notice) of any New Securities that the Company may from time Post-Closing Issuance subject to time issue after the Effective Date this Section 4.2 (the “Preemptive RightParticipation Notice”); provided. The TWVC Funds shall be entitled to allocate, however, that the Preemptive Right shall not apply with respect to New Securities issues as among themselves and their respective Affiliates (who agree or have agreed in writing to be issued in any public offering or bound by the terms of this Agreement), the number of Participation Shares entitled to be purchased by the TWVC Funds and their respective Affiliates (collectively) pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided hereinthis Section 4.2. In the event that the TWVC Funds elect to exercise their purchase rights pursuant to this Section 4.2, the TWVC Funds shall provide to the Company written notice of such election (the “Election Notice”) to purchase up to their Ownership Percentage of the Participation Shares hereunder within eight (8) Business Days after receiving the Participation Notice, which notice shall (i) certify the Ownership Amount as of the date of the Election Notice, (ii) specify the number of Participation Shares to be purchased by the TWVC Funds and their respective Affiliates (not to exceed their Ownership Percentage of the Participation Shares), and (iii) the allocation of such Participation Shares among the TWVC Funds and their respective Affiliates. The TWVC Funds and their respective Affiliates shall purchase their Ownership Percentage of the Participation Shares concurrently with the related Post-Closing Issuance by the Company, and such Participation Shares shall be issued on the same terms and subject to the same conditions as applicable to the other purchaser or purchasers. (c) In the event that the Post-Closing Issuance by the Company which gave rise to the exercise by the TWVC Funds of their purchase rights pursuant to this Section 4.2 shall be terminated or abandoned by the Company without the issuance of any securities, then the purchase rights of the TWVC Funds pursuant to this Section 4.2 shall also terminate as to such proposed Post-Closing Issuance by the Company (but not any subsequent or future issuance), and any funds in respect thereof paid to the Company by the TWVC Funds shall be refunded in full. Notwithstanding anything to the contrary contained herein, if (i) the price or any other material terms upon which the Company proposes to undertake an issuance issue such Participation Shares are amended by the Company following the delivery to the TWVC Funds of New Securities the Participation Notice or (in ii) the offering of Participation Shares to which a single transaction or a series Participation Notice relates is not completed within ninety (90) days from the delivery of related transactions)such notice to the TWVC Funds, the TWVC Funds’ election with respect to the purchase of Participation Shares covered by such Participation Notice shall be void and the Company shall give be obligated to each Member written notice of its intention deliver a new Participation Notice to issue New Securities (the “Preemptive Right Participation Notice”)TWVC Funds, describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes TWVC Funds shall be entitled to issue make a new election with respect to the purchase by them or their respective Affiliates of Participation Shares covered by such New Securities. Each Member shall have twenty notice within the eight (20) days 8)-Business Day period from the date of receipt of any such Preemptive Right the new Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 otherwise in accordance with the terms procedure specified in this Section 4.2. (d) The provisions of this Section 4.2 shall not apply to, and conditions set forth in the Preemptive Right Participation Notice (except that TWVC Funds shall not have any purchase rights with respect to, any of the amount following types of New Securities to be issued or sold Post-Closing Issuances by the Company may be reducedor any of its Subsidiaries: (i) any Post-Closing Issuance of Voting Securities, non-voting equity securities or Convertible Securities solely to officers, employees, directors or consultants of the Company who are not Affiliates of the TWVC Funds in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a director; (ii) any Post-Closing Issuance of Voting Securities, non-voting equity securities or Convertible Securities (i) in any business combination or acquisition transaction involving the Company or any of its Subsidiaries, (ii) in connection with any joint venture or strategic partnership or alliance or (iii) in connection with the incurrence or guarantee of indebtedness by the Company or any of its Subsidiaries; (iii) any Post-Closing Issuance of Voting Securities, non-voting equity securities or Convertible Securities in connection with any stock split, stock dividend or recapitalization approved by the Board (so long as all holders of the same class or series of Voting Securities is treated equally with all other holders of such class or series of Voting Securities). If ; or (iv) any Post-Closing Issuance of Voting Securities, non-voting equity securities or Convertible Securities pursuant to an offering registered under the Securities Act. (e) The TWVC Funds’ rights under this Section 4.2 shall terminate upon a Member indicates Change of Control, other than a Change of Control in its response to which the TWVC Funds or any of their respective Affiliates is a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberparty.

Preemptive Rights. The Company hereby grants Subject to each Member the right to purchase such Member’s Preemptive Right Share terms and conditions of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); providedthis Section 10.07 and applicable securities laws, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event if the Company proposes to undertake an issuance of offer or sell any New Securities (in a single transaction or a series of related transactions)Securities, the Company shall give first offer such New Securities to each Preferred Member. A Preferred Member written shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. (a) The Company shall give notice of its intention to issue New Securities (the “Preemptive Right Participation Offer Notice”)) to each such Preferred Member, describing the amount and type of stating (i) its bona fide intention to offer such New Securities, (ii) the cash purchase number of such New Securities to be offered, and (iii) the price and the general terms terms, if any, upon which it proposes to issue offer such New Securities. Each Member shall have , including a summary of the rights and privileges of such New Securities. (b) By notification to the Company within twenty (20) days from after the date of receipt of any Offer Notice is given, each such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing Preferred Member may elect to purchase for cash or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Member’s Preemptive Right Share that portion of such New Securities for which equals the price and upon proportion that the terms and conditions specified in Capital Units then held by such Preferred Member bears to the Preemptive Right Participation Notice total number of Capital Units then held by all Members. At the expiration of such twenty (20) day period, the Company shall promptly notify each Preferred Member that elects to purchase or acquire all the units available to it (each, a “Fully Exercising Preferred Member”) of any other Member’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Preferred Member may, by giving written notice to the Company Company, elect to purchase or acquire, in addition to the number of units specified above, up to that portion of the New Securities for which Preferred Members were entitled to subscribe but that were not subscribed for by the participating Preferred Members which is equal to the proportion that the Capital Units then held, by such Fully Exercising Preferred Member bears to the Capital Units then held, by all Fully Exercising Preferred Members who wish to purchase such unsubscribed Capital Units. The closing of any sale pursuant to this Section 10.07(b) shall occur within the later of one hundred twenty (120) days of the date that the Offer Notice is given and stating therein the quantity date of initial sale of New Securities pursuant to Section 10.07(c). (c) If all New Securities referred to in the Offer Notice are not elected to be purchased (not to exceed such Members’ Preemptive Right Share) or acquired as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond provided in writing within the Preemptive Right Notice PeriodSection 10.07(b), then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate may, during the rights to purchase ninety (90) day period following the expiration of the periods provided in Section 10.07(b), offer and sell the remaining unsubscribed portion of such New Securities to any other Member that indicated it would purchase Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities in excess within such period, or if such agreement is not consummated within thirty (30) days of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Bodyexecution thereof, the closing of any purchase by any Member pursuant right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Preferred Members in accordance with this Section 7.1 10.07. (d) Notwithstanding anything to the contrary set forth in this Agreement, in the event that the application of the provisions of this Section 10.07 are waived by the Members with respect to an offering by the Company, to the extent that any Preferred Member participates in such offering, the other Preferred Members shall be consummated concurrently entitled to also participate in such offering on a pro rata basis relative to such participating Preferred Member in accordance with the provisions of this Section 10.07. (e) The covenants set forth in Sections 10.03, 10.04, 10.06 and 10.07 shall terminate and be of no further force or effect (i) immediately before the consummation of the issuance IPO or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale (ii) upon a Change of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amountsControl, such Member shall be a Defaulting Memberwhichever event occurs first.

Preemptive Rights. The Company (a) Savvis hereby grants to each Member Eligible Investor a right (the right "PREEMPTIVE RIGHT") to purchase such Member’s Preemptive Right all or any part of its Pro Rata Share of all (or any part) amount of any New Securities Capital Stock that the Company may Savvis may, from time to time issue after the Effective Date time, propose to sell and issue. (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. b) In the event the Company that Savvis proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Capital Stock, the Company it shall give to each Member Eligible Investor written notice (the "PREEMPTIVE RIGHT NOTICE") of its intention to issue New Securities (the “Preemptive Right Participation Notice”)intention, describing the amount and type of New SecuritiesCapital Stock, the cash purchase price price, and the general material terms and conditions upon which it Savvis proposes to issue such New Securitiesthe same to any Person. Each Member Such Eligible Investor shall have twenty (20) 20 business days from after issuance of the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right all or any portion of its Pro Rata Share of such amount of New Securities for Capital Stock at the price and upon the terms and conditions specified in the Preemptive Right Participation Notice notice (which terms shall be no less favorable than those offered to any third party purchaser) by giving written notice to the Company Savvis and stating therein the quantity of New Securities Capital Stock to be purchased purchased. (not to exceed such Members’ Preemptive Right Sharec) as well as In the maximum amount event that any shares of New Securities it would purchase. If any Member fails Capital Stock subject to so respond in writing within the Preemptive Right Notice Periodare not purchased by an Eligible Investor within the period specified above, then such Member Savvis shall forfeit have 90 days thereafter to sell (or enter into an agreement pursuant to which the right hereunder sale of New Capital Stock that had been subject to purchase its the Preemptive Right Share shall be closed, if at all, within 45 days from the date of such said agreement) the New Securities and the Company will allocate Capital Stock with respect to which the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation all of the issuance or sale described Eligible Investors were not exercised at a price and upon terms and conditions, including manner of payment, no more favorable to the purchasers thereof than specified in the Preemptive Right Participation Notice. The Company shall be free to complete In the proposed issuance event Savvis has not sold all offered New Capital Stock within such 90 day period (or sale of sold and issued New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 Capital Stock in accordance with the terms and conditions set forth foregoing within 45 days from the date of such agreement) Savvis shall not thereafter issue or sell any New Capital Stock, without first offering a portion of such New Capital Stock to the Eligible Investors in the Preemptive Right Participation Notice manner provided above in this Section 7. (except that d) The provisions of this Section 7 shall continue in force and effect until the amount earlier to occur of New Securities to be issued or sold by (i) the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberdate on which no shares of Preferred Stock are outstanding and (ii) the date on which there are no Eligible Investors.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Manager determines to cause the Company proposes to undertake an issuance of authorize and issue New Securities (Ownership Interests in a single transaction or a series of related transactionsaccordance with Section 3.2(b), the following shall apply: (a) The Manager shall cause the Company shall give to each Member submit to all Members a written notice of its intention to issue New Securities (stating the “Preemptive Right Participation Notice”), describing the amount and type number of New SecuritiesOwnership Interests desired to be issued, the cash purchase price and the general price, payment terms upon which it proposes to and other conditions of the proposed issue such of New Securities. Ownership Interests. (b) Each Member shall have twenty the right for a period of fifteen (2015) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) notice to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice (by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right ShareCompany) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice Company's written notice up to that number of New Ownership Interests, which shall equal the total New Ownership Interests times a fraction the numerator of which is the number of Ownership Interests owned by such purchasing Member (except including any unvested shares) and the denominator of which is total Ownership Interests owned by all Members (the Member's "pro rata portion"). (c) In the event any Member does not exercise his right to purchase his entire pro rata portion of the New Ownership Interests, each Member that has exercised such right shall have the right for an additional fifteen (15) days to agree (by written notice to the Company) to purchase all but not less than that number of the unpurchased New Ownership Interests which shall equal the total unpurchased New Ownership Interests times a fraction the numerator of which is the number of Ownership Interests owned by such Member exercising his rights under this subsection (c) and the denominator of which is the number of Ownership Interests owned by all Members exercising such rights. (d) If some or all of the Members agree to purchase any of the New Ownership Interests then the Company shall close the purchase upon the terms of the written notice within sixty (60) days after such notice is given or at such other time and place as may be mutually agreed upon with the New Ownership Interests to be allocated among the Members first to each of them up to the amount of their pro rata portion and any excess among the Members agreeing to purchase such excess in accordance with the commitments in their written notices tendered in accordance with this Section. (e) The Company shall be entitled to issue and sell any New Securities Ownership Interests not subscribed for and sold in accordance with this Section, so long as: (i) the price, payment and other terms are not more favorable to the subscribers then those offered to the Members; and (ii) the closing occurs within sixty (60) days of the closing date set forth in the Company's written notice pursuant to Section 3.6(a) and purchaser agrees to be issued or bound by all terms of this Agreement. (f) Any New Ownership Interests not sold in accordance with this Section shall again be subject to the pre-emptive rights set forth herein. (g) New Ownership Interests available for issuance hereunder shall be rounded to the nearest whole Ownership Interest as determined by the Company may be reduced). If a Member indicates Manager in its response sole discretion. The Company shall not be required to a Preemptive Right Participation Notice that it shall purchase issue fractional New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberOwnership Interests to give effect to the provisions of this Section.

Preemptive Rights. The Company hereby grants to each Member (a) Each Partner shall have the preemptive right to purchase up to such Member’s Preemptive Right Share of all Partner's pro rata share, based upon its Percentage Interest (or any part) the "Pro Rata Share"), of any New Securities Interests, that the Company Partnership may from time to time issue time, after the Effective Date date of this Agreement, issue to third parties. (b) The Partnership will give the Partners at least thirty (30) days' prior written notice of the Partnership's intention to issue New Interests (the “Preemptive Right”"New Interest Notice"), describing the type and amount of New Interests to be issued and the price and the general terms and conditions upon which the Partnership proposes to issue such New Interests. Each Partner may purchase up to such Partner's Pro Rata Share of such New Interests, by delivering to the Partnership, within [ORIGINAL TEXT REDACTED] after the date of mailing of any such New Interest Notice by the Partnership, a written notice specifying the amount of the New Interests which such Partner desires to purchase (which may be all or any of its Pro Rata Share), for the price and upon the general terms and conditions specified in the New Interest Notice; provided, however, that the Preemptive Right shall not apply with respect to New Securities issues each Partner may transfer any or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice all of its intention rights under this Section 4.7 to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type any of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchaseits Affiliates. If any Member Partner fails to so respond notify the Partnership in writing within the Preemptive Right Notice Periodsuch [ORIGINAL TEXT REDACTED] period of its election to purchase any portion of such Partner's full Pro Rata Share of an offering of New Interests (a "Nonpurchasing Partner"), then such Member shall Nonpurchasing Partner will forfeit the right hereunder to purchase its Preemptive Right any portion of such Partner's Pro Rata Share of such New Securities and the Company will allocate the rights Interests. If a Partner fails to elect to purchase the full amount of such Partner's Pro Rata Share of the New Securities Interests, the Partnership shall give notice of such failure to any other Member that indicated it would purchase New Securities the Partners who did so elect (a "Participating Partner"). Such notice may be made by telephone if confirmed in excess writing within two (2) days. The Participating Partners shall have [ORIGINAL TEXT REDACTED] from the date such notice was given to notify the Partnership in writing of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject election to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation that portion of the issuance or sale described New Interest not subscribed for by the Nonpurchasing Partner. (c) In the event that the Partners fail to exercise in full the Preemptive Right Participation Notice. The Company shall be free preemptive rights within such [ORIGINAL TEXT REDACTED] period, then the Partnership will have [ORIGINAL TEXT REDACTED] thereafter to complete sell the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice Interests with respect to which the Partner's preemptive rights hereunder were not exercised, at a price and upon terms and conditions not more favorable to the purchaser(s) thereof than specified in the Partnership's New Interest Notice. In the event that the Partnership has not issued and sold the New Interests within such [ORIGINAL TEXT REDACTED] period, then the Partnership shall not thereafter issue or sell any New Securities not elected Interests without again first offering such New Interests to be purchased pursuant to this Section 7.1 the Partners in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberthis Section 4.7.

Preemptive Rights. The Except as otherwise provided in Section 16(e), each time the Company hereby grants proposes to issue any Units or any other equity securities (collectively, “New Issue Securities”) to any Person, the Company shall first offer the New Issue Securities to each Member holding Preferred Units or Common Units who is an “accredited investor” as defined under Rule 501 of Regulation D of the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date 1933 Act (the “Preemptive RightRights Members”); provided, however, that ) in accordance with the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the following provisions: a. The Company shall give a notice to each Preemptive Rights Member written notice of (such notice, a “Preemptive Notice”) stating (a) its intention to issue the New Securities Issue Securities; (the “Preemptive Right Participation Notice”), describing b) the amount and type description of such New Securities, Issue Securities to be issued (which can be a range); (c) the cash minimum and maximum purchase price (calculated as of the proposed issuance date); and (d) the general other material terms upon which it proposes the Company is offering the New Issue Securities. b. Transmittal of the Preemptive Notice to issue such New Securities. Each each Preemptive Rights Member by the Company shall have twenty (20) days from constitute an offer by the date of receipt of any Company to sell each such Preemptive Right Participation Notice (the “Rights Member his, her or its proportionate share based on such Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Rights Member’s Pro Rata Percentage, or any lesser number specified by the Preemptive Right Share Rights Member, of such the New Issue Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice. For a period of 20 days after the submission of the Preemptive Notice to each Preemptive Rights Member, each such Preemptive Rights Member shall have the option, exercisable by written notice to the Company, to accept the Company’s offer as to all or any part of such Preemptive Rights Member’s proportionate share based on such Preemptive Rights Member’s Pro Rata Percentage or any lesser number of the New Issue Securities, and each such Preemptive Rights Member shall also include the maximum number (except or amount) of New Issue Securities such Preemptive Rights Member would be willing to purchase if any other Preemptive Rights Members elect to purchase less than the maximum number (or amount) of New Issue Securities that they are entitled to purchase pursuant to this Section 16(b). c. If fewer than all of the Preemptive Rights Members elect to purchase all of the available New Issue Securities in the manner described in Section 16(b), the under-subscription shall be allocated among such Preemptive Rights Members (pro rata based on their respective Pro Rata Percentage) who have indicated in a notice delivered pursuant to Section 16(b) a desire to purchase additional New Issue Securities, subject to any limitations such Preemptive Rights Members have indicated as to the amount of such additional New Issue Securities, as applicable, they desire to purchase. Promptly following the termination of the 20-day exercise period contemplated by Section 16(b), the Company shall notify each electing Preemptive Rights Member of the quantum of New Issue Securities it will purchase. d. After the Preemptive Rights Members are notified in accordance with Section 16(a), the Company shall have 120 days thereafter to sell any or all of the remaining New Issue Securities (i.e., those not to be sold to any Preemptive Rights Member) to the Person or Persons set forth in the Preemptive Notice (provided that, if such issuance is subject to regulatory approval, such 120-day period shall be extended until the expiration of five Business Days after all such approvals have been received), upon terms and conditions no less favorable in the aggregate to the Company, and no more favorable in the aggregate to such Person or Persons, than those set forth in the Preemptive Notice. In the event the Company has not sold such New Issue Securities within such 120-day period (as so extended), the Company shall not thereafter issue or sell any New Issue Securities without first offering such New Issue Securities to be issued or sold the Preemptive Rights Members in the manner provided in this Section 16. The purchase of New Issue Securities by the Company may Preemptive Rights Members agreeing to purchase any such New Issue Securities pursuant to this Section 16 shall be reduced). If a Member indicates consummated simultaneously with the closing of the sale of the New Issue Securities set forth in its response to a the Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amountsNotice. e. Notwithstanding the foregoing, such no Preemptive Rights Member shall be a Defaulting Memberentitled to purchase Units as contemplated by this Section 16 and no Preemptive Notice is required to be delivered in connection with issuances of Excluded Securities.

Preemptive Rights. The (a) If the Company hereby grants proposes to issue, grant or sell common stock, preferred stock, other equity securities or Rights, the Company shall first give to each Member Purchaser and any transferee of Shares from the Purchaser (each a "SECURITYHOLDER") written notice setting forth in reasonable detail the price and other terms on which such equity securities or Rights are proposed to be issued, granted or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than 15 days after the Company's notice is given, to purchase such Securityholder's Proportionate Share of the number of such equity securities or Rights that are proposed to be issued, granted or sold. Any such purchase by any Securityholder shall be at the price and on the other terms set forth in the Company's notice. Any notice by a Securityholder exercising the right to purchase equity securities or Rights pursuant to this Section 5.1 shall constitute an irrevocable commitment to purchase from the Company the equity securities or Rights specified in such Member’s Preemptive Right Share notice, subject to the maximum set forth in this paragraph. If the Securityholders exercise their preemptive rights set forth in this Section 5.1(a) to the full extent of all (their rights set forth in this Section 5.1(a), then the closing of the purchase of equity securities or any part) Rights by Securityholders shall take place on such date, no less than 10 and no more than 60 days after the expiration of any New Securities that the 15-day period referred to above, as the Company may from select, and the Company shall notify the Securityholders of such closing at least 7 days prior thereto. If all Persons entitled thereto do not exercise their preemptive rights to the full extent of such preemptive rights and, as contemplated by Section 5.1(b), the Company shall issue, grant or sell equity securities or Rights to persons other than Securityholders, then the closing of the purchase of such equity securities or Rights shall take place at the same time as the closing of such issuance, grant or sale. (b) The Company shall use its good faith and commercially reasonable efforts to time issue after issue, grant or sell the Effective Date remaining subject equity securities or Rights on the terms set forth in its notice to Securityholders, unless the Company is advised by its financial advisors that the remaining number or amount is too small to be reasonably sold. From the expiration of the 15-day period first referred to in Section 5.1(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity equity securities or Rights having the terms set forth in the Company's notice relating to such equity securities or Rights at a price and on other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (the “Preemptive Right”without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Preemptive Right Company may not issue, grant or sell equity securities or Rights pursuant to this sentence in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholders. (c) The provisions of this Section 5.1 shall not apply with respect to New Securities issues or to be issued in any public offering or the following issuances of securities: (i) pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in employee stock option plan, a single transaction stock purchase plan, or a series similar benefit program or agreement approved by the Board of related transactions)Directors of the Company, where the Company shall give primary purpose is not to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities raise additional equity capital for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased Company, (not to exceed such Members’ Preemptive Right Shareii) as well as direct consideration for the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold acquisition by the Company may be reduced). If of another business entity or the merger of any business entity with or into the Company, in each case provided that the transaction is approved by the vote of a Member indicates majority of the outstanding Shares, (iii) in its response connection with a stock split or dividend or a recapitalization or reorganization of the Company, in each case provided that the transaction is approved by the vote of a majority of the outstanding Shares, (iv) upon the exercise of warrants or options, or upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby, or (v) securities issued in an underwritten public offering registered under the Securities Act, provided that such offering is approved by a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be vote of a Defaulting Membermajority of the outstanding Shares.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any parta) of any New Securities that If the Company may from time to time issue proposes after the Effective Date to issue any Membership Interests or other securities of the Company that constitute equity in the Company or are convertible into equity in the Company (“Equity Securities”) to any Person in a transaction or transactions (other than, for the avoidance of doubt, any deemed issuances of Membership Interests pursuant to Section 9.1 in connection with a change in Ownership Percentages), each of BKV and BPPUS (“Original Members”) shall have a preemptive right to purchase its pro rata share (based on Ownership Percentage) of such Equity Securities, on the same terms and conditions as offered to any other Person (including the other Original Member). (b) In the event of a proposed transaction or transactions, as the case may be, that would give rise to preemptive rights of the Original Members pursuant to this Section 9.7, the Company shall provide notice (the “Preemptive RightRights Notice”); provided, however, that ) to the Preemptive Right shall not apply with respect Original Members no later than ten (10) Business Days prior to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance expected consummation of New Securities (in a single such transaction or a series of related transactions). The Preemptive Rights Notice shall set forth the Equity Securities being offered, the Company purchase price thereof, and the payment terms. Any Original Member shall give to each Member written provide notice of its intention election to issue New Securities exercise such rights within fifteen (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (2015) days from the date of Business Days after receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing Rights Notice, which notice shall constitute a legally binding obligation of such Original Member to purchase for cash up to such Member’s Preemptive Right Share of such New Equity Securities for the price and upon on the terms and conditions specified set forth in the Preemptive Right Participation Notice by giving written notice Rights Notice, which may be revoked only with the consent of the Company. The failure of an Original Member to respond to the Company Preemptive Rights Notice and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the affirmatively exercise its preemptive right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms of this Agreement shall be deemed an election not to exercise its preemptive right in connection with such proposed transaction or transactions. If an Original Member elects not to exercise its respective preemptive right, the Company shall provide notice of such fact to the other Original Member within three (3) Business Days following the receipt of notice thereof (or deemed election not to exercise), and conditions set forth the other Original Member shall have the right to purchase additional Equity Securities (a “Subsequent Purchase”) from the Equity Securities as to which no such right was exercised. The failure of an Original Member to respond to such subsequent notice and affirmatively exercise its preemptive right in accordance with the terms of this Agreement shall be deemed an election not to exercise its preemptive right in connection with such Subsequent Purchase. Any Equity Securities specified in the Preemptive Right Participation Rights Notice (except that are not purchased pursuant to the amount terms of New Securities to this Section 9.7 may be issued or and sold by the Company may on economic terms no less favorable than the terms offered in the Preemptive Rights Notice within 180 days of the date of the Preemptive Rights Notice. Any such Equity Securities not issued within such 180-day period will be reduced)subject to the provisions of this Section 9.7(b) upon subsequent issuance. (c) Each Original Member exercising its preemptive rights hereunder shall take all reasonably necessary and desirable actions as directed by the Company in connection with such Member’s participation in the applicable issuance, including executing a purchase (or similar) agreement and making customary representations and warranties therein and agreeing to provide customary indemnification as directed by the Company. (d) The Company has full discretion to abandon any proposed transaction giving rise to the preemptive rights set forth in this Section 9.7 and shall in no event be required to offer or sell Equity Securities to any Member prior to the consummation of a binding purchase agreement executed in connection with such issuance. If a Member indicates in Neither the giving of the Preemptive Rights Notice nor any Original Member’s election to exercise its response preemptive rights shall obligate the Company, or entitle such Original Member, to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberany proposed issuance of Equity Securities.

Preemptive Rights. The Company hereby grants Upon expiration of the anti- ----------------- dilution rights accorded to each the Class A Member under Section 4.1, the Class A Member shall have the right to purchase such up to the Class A Member’s Preemptive Right Share 's pro rata share of all (or any part) of any New Securities that which the Company may may, from time to time issue time, propose to sell and issue. The Class A Member's pro rata share shall be equal to a number such that the Percentage Interest owned by the Class A Member after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to issuance of New Securities issues or is the same Percentage Interest as prior to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. the issuance of New Securities. (a) In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)subject to this Section 4.2, it shall promptly give the Company shall give to each Class A Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)intention, describing the amount and type of New Securities, the cash purchase their price and the general terms upon which it the Company proposes to issue such New Securitiesthe same. Each The Class A Member shall have twenty (20) 20 days from the date of receipt of after any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) notice is mailed or delivered to agree in writing to purchase for cash up to such the Class A Member’s Preemptive Right Share 's pro rata share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased purchased. (not b) If the Class A Member fails to exceed such Members’ Preemptive Right Share) as well as exercise its preemptive right within said 20-day period, the maximum amount Company shall have 120 days thereafter to sell or enter into an agreement (pursuant to which the sale of New Securities it would purchasecovered thereby shall be closed, if at all, within 60 days from the date of said agreement) to sell the New Securities respecting which the Class A Member's preemptive right was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company's notice to the Class A Member pursuant to Section 4.2(a). If any Member fails In the event the Company has not sold the New Securities or entered into an agreement to so respond sell the New Securities in writing within accordance with the Preemptive Right Notice Period, then such Member shall forfeit foregoing 120 day period (and closed the right hereunder to purchase its Preemptive Right Share sale of such New Securities and within 60 days from the date of said agreement), the Company will allocate shall not after such date issue or sell any New Securities, without first offering such securities to the rights to purchase such New Securities to any other Class A Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described manner provided in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member4.2(a) above.

Preemptive Rights. The Company hereby grants (a) Subject to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactionsSection 4.03(e), the Company shall give to each Member written notice (an “Issuance Notice”) of its intention to issue New any proposed issuance by the Company of any Company Securities (the “Subject Shares”) to each Shareholder (a “Preemptive Right Participation NoticeRights Holder”), describing ) at least twenty (20) Business Days prior to the amount proposed issuance date. The Issuance Notice shall specify the number and type of New SecuritiesCompany Securities to be issued, the cash price per share at which such Subject Shares are to be issued and any other material terms of the issuance. Subject to Section 4.03(e), each Preemptive Rights Holder shall be entitled to purchase up to a percentage of such Subject Shares equal to such Preemptive Rights Holder’s Aggregate Ownership Percentage (determined immediately before giving effect to the issuance), at the price and on the general terms upon which it proposes specified in the Issuance Notice. (b) Each Preemptive Rights Holder may elect to issue purchase any or all of its Aggregate Ownership Percentage of the Subject Shares specified in the Issuance Notice by delivering written notice to the Company (each, an “Exercise Notice”) of its election to purchase such New SecuritiesSubject Shares within fifteen (15) Business Days following receipt of the Issuance Notice, specifying the number (or amount) of Subject Shares to be purchased by such Preemptive Rights Holder and shall constitute exercise by such Preemptive Rights Holder of its rights under this Section 4.03 and a binding agreement of such Preemptive Rights Holder to purchase, at the price and on the terms specified in the Issuance Notice, the number (or amount) of Subject Shares specified in the Exercise Notice. Each Member If, at the expiration of such fifteen (15) Business Day period, any Preemptive Rights Holder has not delivered an Exercise Notice to the Company, such Preemptive Rights Holder shall be deemed to have waived all of its rights under this Section 4.03 to purchase its Aggregate Ownership Percentage of such Subject Shares. For the avoidance of doubt, each Preemptive Rights Holder that fully exercises its preemptive rights with respect to any issuance of Subject Shares will not have any oversubscription right with respect to any Subject Shares that are not subscribed by other Preemptive Rights Holders. (c) The Company shall have twenty ninety (2090) days from the date of receipt of any such Preemptive Right Participation the Issuance Notice (the “Preemptive Right Notice Issuance Period”) to agree in writing consummate the proposed issuance of any or all of such Subject Shares that the Preemptive Rights Holders have not elected to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for at the same or higher price and upon terms that are not in the terms and conditions aggregate less favorable to the Company than those specified in the Preemptive Right Participation Notice by giving written notice Issuance Notice; provided that, if such issuance is subject to regulatory approval, the Issuance Period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than one hundred twenty (120) days from the date of the Issuance Notice; provided further, that such Person to which the Company shall issue such Subject Shares shall have executed and delivered a Deed of Adherence to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchaseCompany. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate proposes to issue any such Subject Shares after the rights Issuance Period (as may be extended for obtaining regulatory approval) or on a different price or on other terms that are in the aggregate less favorable to purchase such New Securities to any other Member that indicated the Company, it would purchase New Securities shall again comply with the procedures set forth in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently 4.03. (d) In connection with the consummation of the issuance or sale described in of such Subject Shares, the Preemptive Right Participation Notice. The Company shall be free deliver to complete each Preemptive Rights Holder a copy of its register of members updated to reflect such issuance, against payment by such Preemptive Rights Holder of the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 purchase price for such Subject Shares in accordance with the terms and conditions set forth as specified in the Issuance Notice. (e) Notwithstanding the foregoing, no Preemptive Right Participation Notice Rights Holder shall be entitled to purchase Subject Shares as contemplated by this Section 4.03 in connection with issuances of Subject Shares (except i) to management, employees or consultants of the Group Companies pursuant to any equity incentive plan established for the benefit of such Persons (the “Employee Plans”) that has been duly approved in accordance with this Deed and the amount Articles, including upon the exercise of New Securities employee share options granted pursuant to be the Management Equity Grant or any other Employee Plans, (ii) in connection with any share dividend, share split or subdivision, reverse share split or consolidation, reclassification or similar changes in the capital structure of the Company that is effected on a pro rata basis with respect to all outstanding Shares and is duly approved in accordance with this Deed and the Articles, (iii) in connection with any direct or indirect merger, acquisition or similar transaction (including the terms of the proposed issuance in connection therewith) that has been duly approved in accordance with Section 2.08(a)(ii) including by each Investor Director or in accordance with Section 2.08(b)(ii) by each Major Shareholder, as applicable, and the Articles, (iv) in connection with any IPO that is duly approved in accordance with this Deed and the Articles, (v) pursuant to the Subscription Agreement, (vi) upon the conversion, exchange or exercise of any equity or debt securities issued or sold by the Company may in compliance with this Deed and the Articles, or (vii) to any third party lenders as “equity kickers” in connection with a loan transaction pursuant to any agreement or arrangement (including the terms of the proposed issuance) that has been duly approved by each Major Shareholder in accordance with Section 2.08(b)(vi) and the Articles. (f) The Company shall not be reduced). If a Member indicates in its response obligated to a consummate any proposed issuance of Subject Shares, nor be liable to any Preemptive Right Participation Notice that Rights Holder if the Company has not consummated any proposed issuance of Subject Shares pursuant to this Section 4.03 for whatever reason, regardless of whether it shall purchase New Securities but then does not fund have delivered an Issuance Notice or received any Exercise Notices in respect of such amounts, such Member shall be a Defaulting Memberproposed issuance.

Preemptive Rights. (a) The Company hereby grants shall give each Existing Shareholder notice (an "ISSUANCE NOTICE") of any proposed issuance by the Company of any Company Securities to any DLJ Funds prior to the Initial Public Offering at least 15 Business Days prior to the proposed issuance date. The Issuance Notice shall specify the price at which such Company Securities are to be issued and the other material terms of the issuance. Subject to Section 4.04(e) below, if any DLJ Funds will purchase any such Company Securities from the Company, each Member the right Existing Shareholder shall be entitled to purchase such Member’s Preemptive Right Shareholder's Pro Rata Share of all the Company Securities proposed to be issued, at the price and on the other terms specified in the Issuance Notice. (b) An Existing Shareholder may exercise its rights under this Section 4.04 by delivering notice of its election to purchase such Company Securities to the Company, the DLJ Funds and to each other Existing Shareholder within ten Business Days of receipt of the Issuance Notice. A delivery of such notice (which notice shall specify the number (or any partamount) of Company Securities to be purchased by the Shareholder submitting such notice) by such Existing Shareholder shall constitute a binding agreement of such Shareholder to purchase, at the price and on the terms specified in the Issuance Notice, the number of shares (or amount) of Company Securities specified in such Shareholder's notice. If, at the termination of such ten-Business Day-period, any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right Existing Shareholder shall not apply have exercised its rights to purchase any of such Shareholder's Pro Rata Share of such Company Securities, such Existing Shareholder shall be deemed to have waived all of its rights under this Section 4.04 with respect to, and only with respect to, the purchase of such Company Securities. (c) If any Existing Shareholder declines to exercise its preemptive rights under this Section 4.04 or elects to exercise such rights with respect to New Securities issues or less than such Existing Shareholder's Pro Rata Share, the DLJ Funds shall be entitled to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event purchase from the Company proposes the number of Company Securities constituting the Pro Rata Share with respect to undertake an issuance of New Securities which such Existing Shareholder shall not have exercised its preemptive rights. (in a single transaction or a series of related transactions), the d) The Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) 90 days from the date of receipt the Issuance Notice to consummate the proposed issuance of any or all of such Preemptive Right Participation Notice (Company Securities that the “Preemptive Right Notice Period”) to agree in writing DLJ Funds and the Existing Shareholders have elected not to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for at the price and upon terms that are not materially less favorable to the terms and conditions Company than those specified in the Preemptive Right Participation Notice by giving written notice Issuance Notice, PROVIDED that, if such issuance is subject to regulatory approval, such 90- day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days from the date of the Issuance Notice. At the consummation of such issuance, the Company and stating therein shall issue certificates representing the quantity of New Company Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the by each Shareholder exercising preemptive rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 4.04 registered in the name of such Shareholder, against payment by such Shareholder of the purchase price for such Company Securities. If the Company proposes to issue any class of Company Securities after such 90-day period, it shall again comply with the procedures set forth in this Section 4.04. (e) Notwithstanding the foregoing, no Shareholder shall be entitled to purchase Company Securities as contemplated by this Section 4.04 in connection with issuances of Company Securities (i) in connection with any bona fide, arm's-length restructuring of outstanding debt of the Company or any Subsidiary, or (ii) in connection with any bona fide, arm's-length direct or indirect merger, acquisition or similar transaction. The Company shall not be under any obligation to consummate any proposed issuance of Company Securities, nor shall there be any liability on the part of the Company to any Shareholder if the Company has not consummated concurrently with any proposed issuance of Company Securities pursuant to this Section 4.04 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance. (f) The provisions of this Section 4.04 shall terminate upon the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberInitial Public Offering.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Units, the Company it shall give to each Member of the Unitholders written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)proposed issuance, describing the amount New Units and type setting forth the number of New Securities, Units that the cash purchase price and the general terms upon which it Company proposes to issue and the price and other terms and conditions upon which the Company proposes to issue the New Units ("Issuance Notice"). Upon receipt of such New Securities. Each Member Issuance Notice, each of the Unitholders shall have the right, but not the obligation, to purchase New Units at the price and on the other terms and conditions specified in the Issuance Notice, exercisable by delivery of notice to the Company ("Preemption Notice") within twenty (20) calendar days from the date of receipt of any such Preemptive Right Participation the Issuance Notice (setting forth the “Preemptive Right Notice Period”) number of New Units that the Unitholder, individually from the other Unitholders, elects to agree in writing purchase. Such Unitholder's right to purchase for cash up New Units shall terminate if the Unitholder does not exercise such right (by delivery of the Preemption Notice) within the required time period. If any Unitholder elects to purchase New Units, then each such Member’s Preemptive Right Share Unitholder shall purchase a number of such the New Securities for Units equal to the price and lesser of (i) the number of New Units that the Unitholder elected to purchase, or (ii) the Unitholder's Proportionate share of the New Units. However, if there are New Units left unpurchased by Unitholders after the application of the previous sentence, then each Unitholder that elected to purchase more New Units than were allocated to the Unitholder under the previous sentence (an "excess election amount") shall additionally be obligated to purchase a number of New Units equal to (i) the number of New Units not allocated to any Unitholder under the previous sentence, multiplied by (ii) the ratio of the Unitholder's excess election amount to the aggregate excess election amount of all Unitholders. If existing Unitholders do not elect to purchase all of the New Units that the Company proposes to issue, the Company may issue any excess New Units to any other Person or Persons upon the terms and conditions specified in the Preemptive Right Participation Issuance Notice by giving written notice and subject to the Company conditions and stating therein the quantity limitations of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberAgreement.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share Except for issuances of all (Common Stock upon exercise of any Shareholder Warrants or any part) Common Options or upon conversion of any New Securities that the Preferred Stock or Senior Preferred Stock, if the Company may from time issues any equity securities or any securities containing options or rights to time issue acquire any equity securities or any securities convertible or exchangeable for equity securities in each case, after the Effective Date date hereof to any Person (other than the Executives or, the issuance of the Farallon Warrant and the Rosewood Warrant) (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions"OFFEREE"), the Company will offer to sell to each Shareholder, a number of such securities ("OFFERED SHARES") so that the Ownership Ratio immediately after the issuance of such securities for each Shareholder would be equal to the Ownership Ratio for such Shareholder immediately prior to such issuance of securities; PROVIDED, that if the antidilution provisions set forth in Section 12 of any Warrant Document adjust the terms of such Warrant Document as a result of such issuance, the Company shall not be required to offer the applicable Warrant Holder the Offered Shares with respect to the Shareholder Shares attributable to the applicable Shareholder Warrant. The Company shall give to each Member Shareholder at least 30 days prior written notice of its intention to issue New Securities (any proposed issuance, which notice shall disclose in reasonable detail the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the proposed terms and conditions specified in of such issuance (the Preemptive Right Participation Notice "ISSUANCE NOTICE"). Each Shareholder will be entitled to purchase such securities at the same price, on the same terms, and at the same time as the securities are issued to the Offeree by giving delivery of written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and election within 15 days after delivery of the Company will allocate Issuance Notice (the "ELECTION NOTICE"); PROVIDED, that if more than one type of security was issued, each Shareholder shall, if it exercises its rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 6, purchase such securities in the same ratio as issued. If any of the Shareholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated concurrently with as soon as practical (but in any event within 10 days) after the consummation delivery of the issuance or sale described in the Preemptive Right Participation Election Notice. The Company shall be free In the event any Shareholder elects not to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased exercise its rights pursuant to this Section 7.1 in accordance 6, no other Shareholder shall have the right to purchase the securities offered to such Shareholder. This Section 6 will terminate automatically, and be of no further force and effect, upon the consummation of a Initial Public Offering. The parties hereto that were party to the Original Shareholders Agreement hereby waive any and all rights to which such parties were entitled under Section 6 of the Original Shareholders Agreement with respect to the terms and conditions set forth in issuance of the Preemptive Right Participation Notice (except that Shareholder Warrants on the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberdate hereof.

Preemptive Rights. (i) The Company Acquiror hereby grants to each Member the Company (and any Affiliate of the Company to the extent designated by the Company) the right to purchase such Member’s Preemptive Right Share all or part of all (or any part) its Pro Rata Portion of any New new Equity Securities that the Company may from time to time issue after the Effective Date (other than any Excluded Securities) (the “Preemptive RightNew Securities”); provided, however, ) that the Preemptive Right Acquiror may propose to issue or sell to any Person on or prior to July 31, 2017 (each a “Subsequent Financing”) on terms not less favorable than the most favorable terms received by any other party in such issuance. (ii) As soon as practicable prior to the Subsequent Financing (and in any case not later than 15 Business Days prior to such Subsequent Financing; provided that, if the Acquiror has not taken any steps toward a Subsequent Financing (including any approval thereof by its Board of Directors) until fewer than 15 Business Days before such Subsequent Financing, then such notice shall be given not later than the earliest possible date such information becomes available, which date shall not apply with respect be later than the earlier of (A) three Business Days prior to New Securities issues such Subsequent Financing or (B) the date on which such information is provided to be issued any investor or potential investor in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactionsSubsequent Financing), the Acquiror shall deliver to the Company shall give to each Member a written notice of its intention to issue effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Company if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Company, and only upon the request by the Company, for a Subsequent Financing Notice, the Acquiror shall promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to the Company. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing that are available at such time that the Subsequent Financing Notice is delivered (which shall include pricing of the securities, the number and description of such securities (along with the percentage of the Acquiror’s outstanding Equity Securities such issuance would represent) and the proposed issuance date thereof), recognizing that if the Subsequent Financing is an offering pursuant to an effective registration statement, that there may be minimal details available at the time such Subsequent Financing Notice is delivered as terms will not be set until final pricing negotiations are conducted with the underwriter(s) or placement agent(s); provided that, if any material terms (including pricing of the securities, the number and description of such securities (along with the percentage of the Acquiror’s outstanding Equity Securities such issuance would represent) and the proposed issuance date thereof) are not known to the Acquiror at the time of the Subsequent Financing Notice, then the Acquiror shall provide such information (and such information shall be deemed part of a new Subsequent Financing Notice dated as of the receipt date thereof) as soon as such information is known by the Acquiror (and in any case not later than two Business Days prior to the date on which the Company would be required to make a determination as to whether to participate in such offering, it being understood and agreed that if the pricing or other terms will not be known until after such time, a range shall be provided and the Company may condition any participation in such offering on pricing and/or number of issued securities meeting parameters established by the Company). If non-cash consideration is to be accepted in respect of any New Securities Securities, the Company and the Acquiror shall jointly agree upon an independent valuation advisor to determine the fair market value of such consideration, and the Company’s rights hereunder shall include the right to purchase any or all of its Pro Rata Portion for cash the lowest price paid by any other party (including fair market value of any non-cash consideration) in such issuance of New Securities. (iii) If the Company desires to participate in such Subsequent Financing, it must provide written notice to the Acquiror by not later than 5:30 p.m. (New York, New York time) on the fifteenth (15th) Business Day following the date of its receipt of the most recent Subsequent Financing Notice with respect thereto (the “Preemptive Right Participation Deadline”), stating the amount of the Company’s participation (up to its Pro Rata Portion of the New Securities at a purchase price set forth in the Subsequent Financing Notice), and that the Company has (or will have upon the closing of such purchase) such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice (such information, the “Participation Notice”). It is understood and agreed that the Company may condition its participation on specified assumptions if the final terms remain variable at the time of the Subsequent Financing Notice (for example, describing a maximum price that it is willing to pay if the amount price provided in the Subsequent Financing Notice is a range). (iv) Without limiting the Acquiror’s obligation to provide the Pre-Notice and type of New SecuritiesSubsequent Finance Notice with respect to any issuance as described herein, the cash purchase price Acquiror may complete any such offering prior to the Participation Deadline; provided that, if such issuance is completed prior to the Participation Deadline, the Acquiror shall provide within one Business Day after completion of such issuance a new Subsequent Financing Notice with all of the details of the completed offering, and the general terms upon which it proposes to issue such New Securities. Each Member Company shall have twenty the right to acquire up to its Pro Rata Portion (20as though it had participated in such issuance) days from on terms not less favorable than the date of most favorable terms received by any other party in such issuance by delivering a Participation Notice in respect thereof not later than fifteen Business Days after its receipt of such Subsequent Financing Notice. For the avoidance of doubt, if the Company or any of its Affiliates elects to participate in such Preemptive Right Participation Notice (issuance, the “Preemptive Right Notice Period”) New Securities it receives in respect thereof shall be entitled to agree all of the rights in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities from the earliest date of the issuance to any other party in such issuance or offering (such that, for the price avoidance of doubt, the New Securities shall for all purposes, including voting rights and upon the terms rights to participate in dividends and conditions specified in the Preemptive Right Participation Notice by giving written notice any other rights with respect to such new Securities, include rights and benefits to the Company and stating therein such participating Affiliates equal to at least those rights and benefits that would have accrued had the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) been acquired by any of them as well as of the maximum amount earliest date of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share issuance of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member party). In the case of a delayed issuance to the Company or any of its Affiliates pursuant to this paragraph, the Company and the Acquiror shall cooperate to cause such issuance to occur as promptly as practicable following the notice of election to participate is provided by the Company. (v) If the Company provides a valid Participation Notice to the Acquiror prior to the time specified in Section 5.3(f)(iii) or (iv), as applicable, the Acquiror shall include the Company as a participant in the Subsequent Financing, up to the lesser of (i) the amount that indicated it the Company has specified in the Participation Notice and (ii) the Company’s Pro Rata Portion, on the same terms and conditions applicable to the Person or Persons through or with whom such Subsequent Financing is proposed to be effected. The Company shall in any case be entitled to receive, and the Acquiror shall provide with each Subsequent Financing Notice, all information received by any other party, investor or potential investor in respect of such issuance and/or offering. (vi) If there are material changes to any of the information provided in the Subsequent Financing Notice (including any changes or new information regarding the pricing of the securities, the number and description of such securities (along with the percentage of the Acquiror’s outstanding Equity Securities such issuance would represent) or the proposed issuance date thereof) prior to the actual issuance or sale, a new Subsequent Financing Notice shall be provided and the time periods set forth herein shall be applicable from the date of the new Subsequent Financing Notice. (vii) If the Company and its Affiliates fail to purchase their allotment of the New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining a Subsequent Financing within the requisite authorization, approval or consent of any Governmental Bodytime period described herein, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company Acquiror shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Subsequent Financing Notice with respect to the portion for which the Company and its Affiliates failed to exercise the option set forth in this Section 5.3(f) on terms no less favorable to the Acquiror than those set forth in the Subsequent Financing Notice; provided that (A) such issuance or sale is closed within 30 Business Days after the expiration of the Participation Deadline and (B) for the avoidance of doubt, the price at which the New Securities are sold is at least equal to or higher than the purchase price described in the Subsequent Financing Notice. In the event the Acquiror has not sold such New Securities within such time period, the Acquiror shall not thereafter issue or sell any New Securities not elected without first again offering such securities to be purchased pursuant to this Section 7.1 the Company in accordance with the terms and conditions procedures set forth in this Section 5.3(f). (viii) Upon the Preemptive Right Participation Notice issuance of any New Securities to the Company or its Affiliates in accordance with this Section 5.3(f), the Acquiror shall deliver to the Company or its applicable Affiliates certificates (except 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 Acquiror 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 amount Acquiror or its applicable Affiliates and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Company and its applicable Affiliates shall deliver to the Acquiror the purchase price for the New Securities purchased by it by certified or 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 reasonable additional agreements as may be issued necessary or sold appropriate; provided that, in any case, the Company and its Affiliates shall not be required to enter into any agreement or include any terms in such agreements unless such terms were agreed and entered into by each other acquirer of New Securities in such offering. (ix) Notwithstanding the foregoing, this Section 5.3(f) shall not apply in respect of any issuance of any Excluded Securities by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberAcquiror.

Preemptive Rights. The (a) Subject to clause (f) below, the officers of the Company hereby grants shall not solicit capital contributions or issue any Interests (or Units) in the Company therefor unless it first delivers to each Initial Member (each such Initial Member being referred to in this Section 2.8 as a “Buyer”) a written notice (the “Notice of Proposed Issuance”) specifying the type and amount of such capital contributions and Interests (or Units) that Company then intends to issue therefor (the “Offered Interests”), all of the material terms, including the price (cash or non-cash) upon which Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 2.8 for the same price per share and in accordance with the same terms and conditions specified in such Member’s Preemptive Right Share Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration [***] denotes language for which ▇▇▇▇▇▇ Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. described in such Notice of Proposed Issuance or, may instead (at the election of such Buyer), pay for such Offered Interests with the cash equivalent of such price. (b) During the [***] Business Day period commencing on the date Company delivers to all (or any part) of any New Securities that the Company may from time to time issue after Buyers the Effective Date Notice of Proposed Issuance (the “Preemptive Right[***] Period”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member Buyers shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing option to purchase for cash up to such Member’s Preemptive Right Share all of such New Securities for the Offered Interests at the same price and upon the same terms and conditions specified in the Preemptive Right Participation Notice by giving of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to Company prior to the expiration of the [***] Period. (c) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest in the Company and stating therein the quantity of New Securities to be purchased (not to exceed then held by such Members’ Preemptive Right Share) as well as the maximum Buyer. The amount of New Securities it would purchase. If such Offered Interests that each Buyer is entitled to purchase under this Section 2.8 shall be referred to as its “Proportionate Share.” (d) In the event that any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder Buyer elects not to purchase its Preemptive Right full Proportionate Share of such New Securities the Offered Interests pursuant to Sections 2.8 (a), (b) and (c) above, the Company will allocate shall deliver to all of the rights other Buyers a written notice (the “Oversubscription Notice”) specifying the total number of Offered Interests not so purchased (the “Remaining Offered Interests”) within [***] Business Days following the expiration of the [***] Period set forth in Section 2.8(b) above. Each such Buyer shall have a right of oversubscription to purchase up to the balance of such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based Offered Interests not so purchased at the same price and on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the same terms and conditions set forth in the Preemptive Right Participation original Notice of Proposed Issuance. Each such Buyer who receives an Oversubscription Notice must exercise its right of oversubscription by giving the Company written notice of its election during the [***] Business Day period following its receipt of the Oversubscription Notice. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their relative Proportionate Shares or as they may otherwise agree among such oversubscribing Buyers. (except that e) If all of the amount Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Manager shall have the right, until the expiration of New Securities [***] consecutive days commencing on the first day immediately following the expiration of the [***] Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (f) Notwithstanding the foregoing, the rights described in this Section 2.8 shall not apply with respect to the issuance of Excluded Securities. For purposes of this Section 2.8, “Excluded Securities” shall mean any Interests in the Company (i) issued or sold in connection with the [***] whether by the Company may be reduced[***] or otherwise, which has been Approved by the Board and/or Members, to the extent that Approval of the Board and/or Approval of the Members, including [***] denotes language for which ▇▇▇▇▇▇ Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. Supermajority Approval of the Board and/or Supermajority Approval of the Members, is required hereunder, (ii) issued as part of an [***] and (iii) issued to financial institutions, financial syndicates or lessors in connection with bona fide commercial credit arrangements, equipment financings, or similar transactions for primarily other than equity financing purposes not exceeding cumulatively (including all prior issuances of Interests (or Units) that are Excluded Securities pursuant to this Section 2.8(f)(iii). If a Member indicates ) in its response the aggregate [***] of the aggregate Percentage Interests then outstanding and which have been Approved by the Board and/or Members, to a Preemptive Right Participation Notice the extent that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberSupermajority Approval or Approval of the Board and/or Supermajority Approval or Approval of the Members is required hereunder.

Preemptive Rights. The (a) If the Company hereby grants to each Member authorizes the right to purchase such Member’s Preemptive Right Share of all (issuance or any part) sale of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)other than Exempted Securities) for cash, the Company shall give first offer to sell to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)Eligible Member, describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share a portion of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice equal to the Company and stating therein product of (i) the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount number of New Securities to be issued and (ii) such Eligible Member’s Percentage Interest. Each such Eligible Member shall be entitled to purchase such New Securities at the most favorable price as such New Securities are to be offered to any other Persons; provided that if a Person purchasing New Securities is required to also purchase other securities of the Company, the Eligible Members exercising their rights pursuant to this Section 3.8(a) shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Person is required to purchase. If an Eligible Member does not elect to purchase all of the New Securities that such Member is entitled to purchase under this Section 3.8, the Company shall promptly notify the other Members that have elected to purchase their entire allotment of New Securities that they are entitled to purchase under this Section 3.8 of their right to purchase such additional New Securities, on a proportional basis based on the number of New Securities each such participating Eligible Member elected to purchase pursuant to this Section 3.8 (or in such other proportion as to which they agree). The purchase price for all New Securities offered to the Eligible Members under this Section 3.8(a) shall be payable in cash. (b) The Company shall deliver a written notice to the Eligible Members describing in reasonable detail the New Securities, the purchase price thereof, the payment terms and such Eligible Member’s allotment of such New Securities. In order to exercise its purchase rights hereunder, an Eligible Member must deliver a binding written notice to the Company describing its election hereunder within thirty (30) days after receipt of such written notice provided for in the previous sentence stating that it elects to exercise its rights to purchase its allotment of the New Securities described in the notice and the amount of the New Securities it wishes to purchase (but not in excess of the amount it is entitled to purchase hereunder). Any elections made by Eligible Members shall be deemed rescinded if the Company elects not to proceed with the issuance or sale. (c) Upon expiration of the 30-day period described in Section 3.8(b), the Company shall be entitled to sell such New Securities that the Eligible Members have not elected to purchase during the ninety (90) days following such expiration on terms and conditions not materially more favorable to the purchasers thereof than those offered to such Eligible Members. Any New Securities offered or sold by the Company may after such 90-day period or offered by the Company on terms or conditions more favorable than those offered to the Eligible Members must be reduced). If a reoffered to the Eligible Members pursuant to the terms of this Section 3.8 prior to any issuance or sale thereof. (d) The Company shall notify each Eligible Member indicates in its response electing to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund within ten (10) days after the election notice received under Section 3.8(b) of (to the extent known) (i) the aggregate consideration to be paid by the Eligible Member for the additional securities; (ii) the proposed date of such amountsissuance or sale of such securities; and (iii) wire instructions for the account to which the Company wishes Eligible Members electing to participate in the sale transfer funds pursuant to Section 3.8(e). (e) Each Eligible Member electing to participate in an issuance or sale pursuant to this Section 3.8 shall deliver to the Company by wire transfer in immediately available funds on the date of issuance of the securities the aggregate consideration to be paid by that Eligible Member for the securities. The Company shall deliver to each Eligible Member electing to participate in a sale pursuant to this Section 3.8, against such Member shall be wire transfer, a Defaulting certificate or certificates or other instrument representing the New Securities purchased by such Eligible Member. (f) The provisions of this Section 3.8 shall terminate upon the Sale of the Company.

Preemptive Rights. The Company hereby grants to each Member In the absence of and until a Qualified IPO, the Investor shall have the right of first refusal to purchase such Member’s Preemptive Right Share all or part of all its pro rata share (or any partequal to its percentage ownership of the Company on a fully diluted basis) of any New Securities (as defined below) that the Company may may, from time to time issue after time, propose to sell and issue, subject to the Effective Date (terms and conditions set forth below. "New Securities" shall mean any capital stock of the “Preemptive Right”); Company whether now authorized or not, and rights, options, or warrants to purchase capital stock, and securities of any type whatsoever that are, or may become, convertible into capital stock, provided, however, that the Preemptive Right shall term "New Securities" does not apply with respect to New Securities issues include (i) the Senior Preferred Stock issuable under this Agreement or to be the shares of Common Stock issuable upon conversion of the Senior Preferred Stock; (ii) securities issued in any public offering or pursuant to failures an acquisition; (iii) options granted or securities issued pursuant to fund Additional Funding Requirements an employee or director stock option program; or (iv) securities issued as otherwise specifically provided hereina result of any stock split, stock dividend, or reclassification of Common Stock, distributable on a pro rata basis to all holders of Common Stock. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention intends to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, it shall give written notice to the cash Investor ("Notice of Issuance") which shall set forth the purchase price and any other conditions of the general terms upon which it proposes to issue such New Securitiesissuance. Each Member The Investor shall have twenty (20) 30 days from the date of receipt Notice of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) Issuance to agree in writing to purchase for cash up to such Member’s Preemptive Right Share all or part of its pro rata share of such New Securities for the price and upon the general terms and conditions specified in the Preemptive Right Participation Notice of Issuance by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchaseso purchased. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member The Company shall forfeit have the right hereunder during the period expiring 150 days after the giving of the Notice of Issuance to purchase its Preemptive Right Share sell any or all of such New Securities not purchased by the Investor at a price and upon general terms no more favorable to the purchasers than specified in the Notice of Issuance. In the event that the Company will allocate has not sold such New Securities within such 150 day period, the rights to purchase Company shall not thereafter issue or sell any New Securities without first offering such New Securities to any other Member that indicated it would purchase New Securities the Investor in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to manner provided in this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member11.9.

Preemptive Rights. The Company hereby grants (a) Subject to each Member the right Section 8.2, as soon as practicable after AT&T decides to purchase such Member’s Preemptive Right Share of issue any additional Equity Shares (other than any Equity Shares representing all (or any partportion of AT&T's Retained Wireless Interest), prior to the consummation of the Spin-off, or AT&T Wireless decides to issue any Equity Shares after the consummation of the Spin-off (collectively, the "Additional Securities") (other than to a wholly owned Subsidiary of the Issuer and exclusive of any New Securities that Equity Shares issued upon exercise of the Company may from time to time issue after the Effective Date (the “Preemptive Right”Warrants); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued but in any public offering event at least ten Business Days prior to issuing such Additional Securities to any Person other than DoCoMo or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance any of New Securities (in a single transaction or a series of related transactions)its Subsidiaries, the Company Issuer shall give to each Member notify DoCoMo by written notice of its intention such proposed issuance (which notice shall specify, to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securitiesextent practicable, the cash purchase price price, if any, for, and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (of, such Additional Securities, including whether or not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share purchaser of such New Additional Securities and the Company will allocate the have registration rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New such Additional Securities) and shall offer to sell to DoCoMo and/or its designated wholly owned Subsidiaries such Additional Securities not elected to as may be purchased pursuant to this Section 7.1 in accordance with designated by DoCoMo upon the terms and conditions set forth in the Preemptive Right Participation Notice notice and at the Purchase Price as provided in Section 8.1(e); provided that, with respect to any issuances of Additional Securities pursuant to employee, officer or director benefit plans or arrangements ("Employee Benefit Plans"), such notice and offer shall only be required within 10 Business Days of each March 31 and September 30 and shall be made in respect of all such issuances made during the six month period ending on such March 31 or September 30 (except with respect to the first such notice after the Closing Date, which shall relate only to issuance made during the period from the Closing Date through such March 31, 2001, or September 30 2001, as applicable DoCoMo's right to purchase Additional Securities in accordance with Sections 8.1(c) and (d) and this Article VIII are referred to herein as "Preemptive Rights." The foregoing notwithstanding, DoCoMo shall have no preemptive right to acquire Additional Securities that (x) are issued to holders of AT&T Wireless Common Stock on a pro rata basis (whether in the form of a dividend distribution or otherwise), (y) are issued or sold in respect of the exercise of any purchase or similar right where such right was originally offered or distributed to holders of AT&T Wireless Common Stock on a pro rata basis or (z) are issued or sold upon the exercise of rights under AT&T Wireless' preferred share purchase rights plan or any successor plan thereto. In the case of a proposed public offering as to which the price is not known as of the time notice is given, the notice shall specify the range of expected prices as determined in good faith by the Issuer. The Preemptive Rights shall not be triggered by issuances of securities upon exchange or conversion of previously outstanding securities (including, without limitation, issuances in connection with any rights plan but not including issuances in connection with the exercise of options or other rights granted to employees, officers, directors or consultants of the Issuer) or by pro rata distributions to shareholders (including without limitation stock dividends and stock splits); provided that DoCoMo may exercise its Preemptive Rights hereunder upon the conversion of convertible securities that become outstanding after the Closing and that, because of the nature of the security, the number of shares of common stock into which such security is convertible was not calculable and therefore DoCoMo could not exercise its Preemptive Rights with respect thereto. For the avoidance of doubt, the Preemptive Rights shall not apply to the exchange of AT&T Wireless Common Stock for Current Wireless Tracking Stock or New Tracking Stock, or the distribution of AT&T Wireless Common Stock to holders of common stock of AT&T, in each case pursuant to the Spin-off, or to securities issued in the Exchange Offer. (b) The Preemptive Rights may be exercised, in whole or in part, by DoCoMo by its acceptance in writing of an offer referred to in Section 8.1(a) within 30 days of receipt of the notice given to DoCoMo. If DoCoMo wishes to subscribe for a number of Additional Securities less than the number to which it is entitled under this section, DoCoMo may do so and shall, in the notice of exercise of the offer, specify the number of Additional Securities that DoCoMo wishes to purchase. If DoCoMo exercises its preemptive rights with respect to the grant of options or other rights to acquire AT&T Wireless Common Stock issued pursuant to Employee Benefit Plans, such exercise shall be deemed an election to acquire shares of AT&T Wireless Common Stock . To the extent that DoCoMo receives notice in connection with the grant of stock options or other rights to acquire AT&T Wireless Common Stock issued pursuant to Employee Benefit Plans, DoCoMo shall have no preemptive rights with respect to the issuance of AT&T Wireless Common Stock if and when such options or rights are exercised. The closing of the purchase and sale of Additional Securities pursuant to any exercise of Preemptive Rights shall occur as promptly as practicable following DoCoMo's notice of exercise, provided that the closing shall be subject to and shall occur no earlier than concurrently with the consummation of the issuance giving rise to the Preemptive Rights. The closing shall also be subject to the receipt of any necessary regulatory approvals, the expiration of any required waiting periods and the absence of any legal prohibition on such closing, and the Issuer and DoCoMo will use their reasonable best efforts to satisfy the conditions set forth in this sentence, provided that the Issuer will have no obligation to DoCoMo to consummate or to use any efforts to consummate, the issuance giving rise to the Preemptive Rights. (i) With respect to Additional Securities that are Equity Common Shares, if the Preemptive Rights are exercised and if DoCoMo's Economic Interest Percentage prior to the issuance of Additional Securities is at least 12%, the Issuer shall sell to DoCoMo and/or its wholly owned Subsidiaries as may be designated by DoCoMo all or any portion specified by DoCoMo of an amount of such Additional Securities such that, after giving effect to the proposed issuance (including the issuance to DoCoMo pursuant to the Preemptive Rights and including any related issuance resulting from the exercise of preemptive rights by any unrelated Person with respect to the same issuance that gave rise to the exercise of Preemptive Rights by DoCoMo), but without considering (either as owned by DoCoMo or as outstanding) any Equity Common Shares acquired by DoCoMo upon exercise of the Warrants, DoCoMo's Economic Interest Percentage would equal 16% (which amount shall constitute the "Preemptive Share Amount" for purposes of any exercise of Preemptive Rights to which this paragraph (c) (i) applies). If, at the time of the determination of any Preemptive Share Amount, any other Person has preemptive or other equity purchase rights similar to the Preemptive Rights, such Preemptive Share Amount shall be recalculated to take into account the amount of New Equity Common Shares such Persons have committed to purchase, rounding up such Preemptive Share Amount to the nearest whole Equity Common Share. (ii) With respect to Additional Securities that are Equity Common Shares, if the Preemptive Rights are exercised and if DoCoMo's Economic Interest Percentage prior to be issued or sold by the Company issuance of Additional Securities is less than 12%, the Issuer shall sell to DoCoMo and/or its wholly owned Subsidiaries as may be reduceddesignated by DoCoMo all or any portion specified by DoCoMo of an amount of such Additional Securities such that, after giving effect to the proposed issuance (including the issuance to DoCoMo pursuant to the Preemptive Rights and including any related issuance resulting from the exercise of preemptive rights by any unrelated Person with respect to the same issuance that gave rise to the exercise of Preemptive Rights by DoCoMo), DoCoMo's Economic Interest Percentage would equal its Economic Interest Percentage immediately prior to such issuance (which amount shall constitute the "Preemptive Share Amount" for purposes of any exercise of Preemptive Rights to which this paragraph (c)(ii) applies). If a Member indicates in its response If, at the time of the determination of any Preemptive Share Amount, any other Person has preemptive or other equity purchase rights similar to a the Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amountsRights, such Member Preemptive Share Amount shall be a Defaulting Memberrecalculated to take into account the amount of Equity Common Shares such Persons have committed to purchase, rounding up such Preemptive Share Amount to the nearest whole Equity Common Share. (d) With respect to Additional Securities that are Equity Other Shares, the Issuer shall sell to DoCoMo and/or its wholly owned Subsidiaries as may be designated by DoCoMo all or any portion specified by DoCoMo of an amount of such Additional Securities equal to DoCoMo's Economic Interest Percentage at such time (which amount shall constitute the "Preemptive Share Amount" for purposes of any exercise of Preemptive Rights to which this paragraph (d) applies). If, at the time of the determination of any Preemptive Share Amount, any other Person has preemptive or other equity purchase rights similar to preemptive rights, such Preemptive Share Amount shall be recalculated to take into account the amount of Equity Other Shares such Persons have committed to purchase, rounding up such Preemptive Share Amount to the nearest whole Equity Other Share.

Preemptive Rights. The Company hereby grants shall only issue New Units in accordance with the following terms: (a) Notwithstanding clauses (b) through (i) of this Section 7.16, the Board may waive, either prospectively or retrospectively, any and all rights arising under this Section 7.16 with respect to the issuance of any New Units to any Person, or may elect to waive the rights under this Section 7.16 with respect to the issuance of a portion of such New Units (a "Partial Waiver"), provided none of the Members or their Affiliates are purchasing those New Units subject to a waiver or Partial Waiver, and any such waiver or Partial Waiver shall be effective as to all holders with such rights under this 16. (b) In the event the Company desires to issue any New Units or other Membership Rights, with the prior approval of the Board pursuant to Section 6.8, it shall first deliver to each Class A Member that demonstrates to the Company’s reasonable satisfaction that it is an “accredited investor” (within the meaning of Regulation D promulgated under the Securities Act) (collectively, the "Preemptive Rights Holders" and each a "Preemptive Rights Holder") a written notice (each such notice, a "Notice of Proposed Issuance") specifying the name and address of the proposed purchaser of the New Units or other Membership Rights (each such purchaser, a "Proposed Buyer"), the type and total number of such New Units or other Membership Rights which the Company then desires to issue to such Proposed Buyer (such New Units or other Membership Rights, the "Offered New Units"), all of the material terms, including the price, upon which the Company proposes to issue such Offered New Units to such Proposed Buyer, and stating that the Preemptive Rights Holders shall have the right to purchase such Member’s Preemptive Right Share of all (or any part) of any Offered New Securities that Units in the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued manner specified in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for this Section 7.16 at the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions specified in such Notice of Proposed Issuance. (c) During the ten (10) Business Day period commencing on the date on which the Preemptive Rights Holders receive the Notice of Proposed Issuance (the "Offer Period"), each Preemptive Rights Holder shall have the option to purchase the Offered New Units subject to such Notice of Proposed Issuance at the price and terms specified in such Notice of Proposed Issuance and in the amount specified in Section 7.16(d). A Preemptive Rights Holder shall give written notice of its election to purchase Offered New Units to the Company on or before the last day of the Offer Period and, if a Preemptive Rights Holder has not given such written notice within such period, such Preemptive Rights Holder shall be deemed to have rejected its right to purchase the Offered New Units. If the Offered New Units are being offered as a part of an investment unit together with debt or other instruments, any election by a Preemptive Rights Holder to purchase Offered New Units shall also constitute an election to purchase a like portion of such debt or other instruments. Each Preemptive Rights Holder shall have the right to condition his, her or its purchase of the Offered New Units upon the closing of the sale of the balance of such Offered New Units. (d) Each Preemptive Rights Holder shall have the right to purchase up to that number of the Offered New Units as shall be equal to the number of the Offered New Units multiplied by a fraction, the numerator of which is the number of Class A Units then owned by such Preemptive Rights Holder and the denominator of which shall be the aggregate number of Class A Units then owned by all of the Preemptive Rights Holders thereof. The amount of such Offered New Units that each Person is entitled to purchase under this Section 7.16(d) shall be referred to as its "Proportionate Share." (e) Each Preemptive Rights Holder shall have a right of oversubscription (pursuant to one process pursuant to this subsection only) such that if any Preemptive Rights Holder fails to elect to purchase its full Proportionate Share of the Offered New Units, the remaining Preemptive Rights Holders shall, among them, have the right to purchase up to the balance of the Proportionate Shares of such Offered New Units not so purchased. Each Preemptive Rights Holder may exercise such right of oversubscription by electing to purchase more than its Proportionate Share of the Offered New Units by so indicating in its written notice given during the Offer Period. If, as a result thereof, such oversubscriptions exceed the total number of the Offered New Units available in respect to such oversubscription privilege, the oversubscribing Preemptive Rights Holders shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Shares or as they may otherwise agree among themselves. (f) If some or all of the Offered New Units have not been purchased by the Preemptive Rights Holders pursuant to Section 7.16(b) through (e) hereof, then the Company shall have the right, until the expiration of one-hundred eighty (180) days commencing on the first day immediately following the expiration of the Offer Period, to issue such remaining Offered New Units to the Proposed Buyer or one or more third parties at not less than, and on terms no more favorable to the purchasers thereof than, the price and terms specified in the Notice of Proposed Issuance. If for any reason the Offered New Units are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered New Units. (g) The Preemptive Rights Holder purchasing the greatest percentage of any Offered New Units shall set the place, time and date for the closing of the purchase of the Offered New Units, which closing shall be no later than the date of the closing of the sale of any Offered New Units to the Proposed Buyer. The purchase price for the Offered New Units shall, unless otherwise agreed in writing by the parties to such transaction, be paid in immediately available funds on the date of the closing. (h) The Company may proceed with the issuance of New Units without first following procedures in Section 7.16(b) through (g) above, provided that (i) the purchaser of such New Units agrees in writing to take such New Units subject to the provisions of this Section 7.16(h), and (ii) within ten (10) days following the issuance of such New Units, the Company or the purchaser of the New Units undertakes steps substantially similar to those in Section 7.16(b) through (g) above to offer to all Preemptive Rights Holders the right to purchase from the Company or such purchaser a pro rata portion of such New Units or equivalent at the same price and terms applicable to the purchaser's purchase thereof so as to achieve substantially the same effect from a dilution protection standpoint as if the procedures set forth in Section 7.16(b) through (g) had been followed prior to the issuance of such New Units. (i) Notwithstanding the foregoing, no Preemptive Right Participation Notice Rights Holder shall have any rights under this Section 7.16 if (except that the amount A) at any time such Preemptive Rights Holder has failed to purchase its Proportionate Share of New Securities Units that (1) had not been the subject of a waiver or Partial Waiver pursuant to be issued Section 7.16(a) and (2) such Preemptive Rights Holder had the right to purchase under this 16, or sold by (B) in the case of a Preemptive Rights Holder that is a Member (w) such Member’s employment with the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amountsor any Subsidiary is terminated for Cause, (x) such Member shall be a Defaulting Membervoluntarily terminates his or her employment with the Company or any Subsidiary prior to the first (1st) anniversary of the Effective Date, or (y) such Member breaches this Agreement or any confidentiality, non-competition or non-solicitation obligations to the Company or any of its Subsidiaries or Affiliates.

Preemptive Rights. The Company hereby grants (a) Subject to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that Section 8.01, if the Company may from time or AOL proposes to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New any new Equity Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event of the Company proposes or AOL (“Proposed Issuance”) to undertake an issuance of New Securities any Person (in a single transaction or a series of related transactionsincluding any Member), the Company shall give deliver to each Member a written notice (a “Subscription Notice”) describing the terms of its intention such Proposed Issuance (including a detailed description of the terms, amount and price of the Equity Securities proposed to issue New Securities be issued, and other material terms, conditions and limitations of such Proposed Issuance) at least 60 calendar days prior to the closing date of such Proposed Issuance (the “Preemptive Right Participation NoticeSubscription Period”). Notwithstanding the foregoing, describing no Member shall be entitled to exercise participation rights under this Section 5.03 if the amount and type consideration for the Proposed Issuance is (i) all or substantially all of New Securities, the cash purchase price and assets of an operating business or (ii) Equity Securities that in the general terms upon aggregate convey a majority of the ordinary voting power of an entity all or substantially all of the assets of which it proposes to issue such New Securities. are utilized in an operating business. (b) Each Member shall have twenty the option, exercisable at any time during the first 45 calendar days of the Subscription Period by delivering a written notice (20) days from the date of receipt of any such Preemptive Right a “Participation Notice (the “Preemptive Right Notice PeriodNotice”) to agree in writing the Company within such 45 day period, to purchase subscribe for cash any amount of such Equity Securities up to such Member’s Preemptive Right Share existing Percentage Interest of such New the Equity Securities for proposed to be issued in the price and upon Proposed Issuance on the same terms and conditions specified and subject to the same agreements and for the same consideration, as those of the Proposed Issuance (subject to the exceptions indicated in Sections 5.03(c) and 5.03(d)). (c) If, subject to the last sentence of Section 5.03(a), the consideration to be paid in the Preemptive Right Participation Notice by giving written notice Proposed Issuance includes consideration other than cash, only the Google Entities shall be entitled to exercise participation rights under this Section 5.03 and may elect to pay the Company and stating therein cash equivalent value of such non-cash consideration for the quantity Equity Securities. The cash equivalent value of New Securities the non-cash consideration will be determined as follows: (i) In the event that such non-cash consideration consists of any publicly-traded securities, such securities shall be valued as follows: (A) if the securities are then traded on an Eligible Exchange (or a similar national quotation system), then the value of the securities shall be deemed to be purchased (not the VWAP of the securities on such exchange or system over the 10 trading day period ending five trading days prior to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 the Proposed Issuance; and (B) if the securities are actively traded over-the-counter, then the value of the securities shall be consummated concurrently with deemed to be the consummation VWAP of the issuance or sale described in securities over the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member.10 trading

Preemptive Rights. (a) Each Purchaser shall have a right of first refusal to purchase up to such Purchaser’s Pro Rata Percentage of any offering by the Company of Ordinary Shares or any other class or series of its capital stock, or any other securities convertible or exercisable into or exchangeable for Ordinary Shares or any other class or series of capital stock (including convertible stock, redeemable stock and debt with warrants, but excluding any Exempt Securities (other than clause (vi) thereof), and any issuances pursuant to the Additional Financing in accordance with Section 5.2(n)), in each case on the same terms as the other investors participating in such offering. (b) The Company hereby grants shall provide written notice to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities Purchaser that the Company may from time is considering any proposed future financing subject to time issue after this Section 4.11(b), providing a general outline of the Effective Date proposed structure and anticipated terms thereof, not less than 15 days prior to completion thereof (the “Preemptive RightCompletion Date”); provided. The Company shall also provide written notice to each such Purchaser describing in reasonable detail all of the material terms of any such proposed future financing, howeverincluding the identity of the proposed purchaser(s) (the “Detailed Notice”), within a reasonable period of time (but not less than ten (10) days prior to the Completion Date). Unless a Purchaser provides the Company notice in writing within five (5) days of its receipt of the Detailed Notice that the Preemptive Right shall not apply it wishes to participate in such financing, such Purchaser’s right solely with respect to New Securities issues or such proposed future financing (but not with respect to any other future financing) shall be issued in deemed waived. If any public offering or pursuant of the Purchasers fails to failures exercise its right of first refusal to fund Additional Funding Requirements or as otherwise specifically provided herein. In purchase its full Pro Rata Percentage of the event the Company proposes securities subject to undertake this Section 4.11(b) (each, an issuance of New Securities (in a single transaction or a series of related transactions“Ineligible Over Allotment Purchaser”), then at least five (5) days prior to the Completion Date the Company shall give to each Member written notice to the Purchasers who exercised their full pro rata rights (each, an “Eligible Over Allotment Purchaser”) of its intention the number of securities of the Company subject to issue New Securities this Section 4.11(b) and not subscribed by the Ineligible Over Allotment Purchasers (the “Preemptive Right Participation Shortfall Notice”), describing the amount and type of New Securitieswhereupon (i) Abingworth, the cash purchase price and the general terms upon which if it proposes to issue such New Securities. Each Member is an Eligible Over Allotment Purchaser, shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (first right, but not the “Preemptive Right Notice Period”) obligation, to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice elect, by giving written notice to the Company and stating therein the quantity other Eligible Over Allotment Purchasers (if their names and addresses are then known to Abingworth) during the three (3) day period following its receipt of New Securities such Shortfall Notice, to purchase any of the securities not so subscribed by the Ineligible Over Alltoment Purchasers and (ii) if Abingworth is an Ineligible Over Allotment Purchaser or if it is an Eligible Over Allotment Purchaser but has elected not to purchase all of the securities available for purchase by it pursuant to clause (i) above, then each other Eligible Over Allotment Purchaser shall have the right, but not the obligation, to elect, by written notice to the Company and the other Eligible Over Allotment Purchasers during the five (5) day period following its receipt of such Shortfall Notice (the “Shortfall Notice Period”), to purchase any of the securities not so subscribed by Abingworth (the allocation of such securities among the Eligible Over Allotment Purchasers exercising the over allotment option pursuant to this clause (ii) to be purchased (not to exceed made pro rata among them based on their proportionate ownership of Ordinary Shares inter se themselves or in such Members’ Preemptive Right Share) other proportions as well as such participating Eligible Over Allotment Purchasers shall unanimously determine). Unless an Eligible Over Allotment Purchaser provides the maximum amount of New Securities it would purchase. If any Member fails to so respond Company notice in writing within such five (5) days of its receipt of a Shortfall Notice that it wishes to exercise its over allotment option, indicating the Preemptive Right maximum number of securities it wishes to purchase, such Eligible Over Allotment Purchaser’s right with respect to such over allotment option shall be deemed waived. Anything herein to the contrary notwithstanding, if required to accumulate from its investors the funds necessary to participate in any such financing, each Purchaser who has delivered timely notice of its intent to participate in such financing shall have up to fifteen (15) Business Days from the date it sent such notice of its intent to participate to fund its purchase even if any such period extends beyond the Completion Date. If the Purchasers do not elect to purchase all of the securities with respect to a proposed financing that is the subject of a Detailed Notice, the Company shall, during the sixty (60) day period following the expiration of the Shortfall Notice Period, then such Member shall forfeit be permitted at its sole discretion to sell the right hereunder to purchase its Preemptive Right Share of such New Securities and securities not subscribed for by the Company will allocate the rights to purchase such New Securities Purchasers to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval purchaser or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described purchasers named in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Detailed Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with on the terms and conditions set forth in the Preemptive Right Participation Detailed Notice. Notwithstanding anything contained herein to the contrary, if the terms of any proposed financing that is the subject of a Detailed Notice shall change in a manner more favorable to the Purchasers in any material respect, the Company shall send a new Detailed Notice to the Purchasers and shall be required to comply with all of the provisions of this Section 4.11(b) as it pertains to the modified terms of such proposed financing. (except that c) Except for the amount of New Securities rights granted to be issued or sold by the other Purchasers pursuant to this Section 4.11, for so long as Abingworth shall have the right to purchase the Company’s securities pursuant to this Section 4.11, the Company may not, without Abingworth’s prior written consent, grant preemptive rights, participation rights, rights of first refusal, rights of first offer or similar rights to any holder or prospective holder of any Company securities on terms more favorable than, or in preference to, or on parity with the rights granted herein to Abingworth. (d) The rights and obligations established pursuant to this Section 4.11 shall terminate with respect to a Purchaser (counting such Purchaser and its Affiliates purchasing Shares under this Agreement as one Purchaser) at such time as such Purchaser (together with its Affiliates) ceases to collectively own in the aggregate the number of Ordinary Shares equal to at least 50% of the number of Shares purchased by such Purchaser and its Affiliates on the Closing Date. (e) With respect to Abingworth and the Abingworth Purchasers, the rights set forth in this Section 4.11 may be reduced). If a Member indicates exercised directly by one or more of the Abingworth Purchasers or through any other fund or managed account managed by Abingworth LLP, with Abingworth, LLP having the right, in its response sole discretion, to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not determine the allocation of rights among the Abingworth Purchasers and/or through any other fund or managed account managed by Abingworth LLP so long as the transferee of such amounts, rights from Abingworth is able to exercise such Member shall be a Defaulting Memberrights in accordance with applicable securities laws.

Preemptive Rights. The (a) If the Company hereby grants proposes to issue, grant or sell Common Stock or Rights, the Company shall first give to the Purchaser (so long as the Purchaser owns at least 500,000 Shares) and any transferee of Shares from the Purchaser then owning at least 500,000 Shares (appropriately adjusted for any stock split, reverse stock split or stock dividend), except for any transferee that acquires such Shares in a public offering registered under the Securities Act or in a transaction on the open market effected pursuant to Rule 144 under the Securities Act, (each Member a "Securityholder") written notice setting forth in reasonable detail the price and other terms on which such shares of Common Stock or Rights are proposed to be issued or sold, the terms of any such Rights and the amount thereof proposed to be issued, granted or sold. Each Securityholder shall thereafter have the preemptive right, exercisable by written notice to the Company no later than twenty (20) days after the Company's notice is given, to purchase the number of such shares of Common Stock or Rights set forth in the Securityholder's notice (but in no event more than the Securityholder's Proportionate Share (as defined below) thereof, as of the date of the Company's notice), at the price and on the other terms set forth in the Company's notice. Any notice by a Securityholder exercising the right to purchase shares of Common Stock or Rights pursuant to this Section 5.4 shall constitute an irrevocable commitment to purchase from the Company the shares of Common Stock or Rights specified in such Member’s Preemptive Right notice, subject to the maximum set forth in the preceding sentence. If all the Securityholders exercise their preemptive rights set forth in this Section 5.4(a) to the full extent of their Proportionate Share or if for any other reason the Company shall not issue, grant or sell shares of all Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights by Securityholders shall take place on such date, no less than ten (or any part10) and no more than thirty (30) days after the expiration of any New Securities that the 20-day period referred to above, as the Company may from select, and the Company shall notify the Securityholders of such closing at least seven (7) days prior thereto. If all persons entitled thereto do not exercise their preemptive rights to the full extent of their Proportionate Share and, as contemplated by Section 5.4(b), the Company shall issue, grant or sell shares of Common Stock or Rights to persons other than Securityholders, then the closing of the purchase of shares of Common Stock or Rights shall take place at the same time as the closing of such issuance, grant or sale. (b) If all persons entitled thereto do not exercise their preemptive rights to time issue after the Effective Date full extent of their Proportionate Share, the Company shall use its good faith and commercially reasonable efforts to issue, grant or sell the remaining subject shares of Common Stock or Rights on the terms set forth in its notice to Securityholders, unless the Company is advised by its financial advisors that the remaining number or amount is too small to be reasonably sold. From the expiration of the 20-day period first referred to in Section 5.4(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity shares of Common Stock or Rights having the terms set forth in the Company's notice relating to such shares of Common Stock or Rights at a price and on other terms no less favorable to the Company, and including no less cash, than those set forth in such notice (the “Preemptive Right”without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Preemptive Right Company may not issue, grant or sell shares of Common Stock or Rights in an amount greater than the amount set forth in such notice minus the amount purchased or committed to be purchased by Securityholders rights. (c) The provisions of this Section 5.4 shall not apply with respect to New Securities issues or to be issued in any public offering or the following issuances of securities: (i) pursuant to failures an approved stock option plan, stock purchase plan, or similar benefit program or agreement for the benefit of employees of, or consultants to, the Company, where the primary purpose is not to fund Additional Funding Requirements or as otherwise specifically provided herein. In raise additional equity capital for the event Company, (ii) the Company proposes to undertake an issuance of New Securities (Rights, or Common Stock issuable upon exercise of Rights, granted to retailers or lessors engaged in a single transaction or a series of related transactions)bona fide business transactions with the Company, where the Company shall give primary purpose is not to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities raise additional equity capital for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased Company, (not to exceed such Members’ Preemptive Right Shareiii) as well as direct consideration for the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold acquisition by the Company may be reduced). If of another business entity or the merger of any business entity with or into the Company, (iv) in connection with a Member indicates stock dividend, (v) upon the exercise of warrants or options, or upon the conversion of convertible securities, outstanding on the date hereof or as to which Securityholders have been previously offered the right to participate as contemplated hereby or (vi) in its response an underwritten public offering registered under the Securities Act if the managing underwriters advise the Securityholders in writing that the purchase of shares of Common Stock pursuant to a Preemptive Right Participation Notice that it the preemptive rights afforded by this Section 5.4 would materially and adversely affect the marketing of the offering. (d) For purposes of this Section 5.4, the following terms shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member.have the corresponding meanings set forth herein:

Preemptive Rights. The (i) Except for issuances of: (A) Units issued as set forth on the Schedule of Unitholders as of the Effective Date; (B) Equity Securities issued upon exercise or conversion or exchange of debt securities, other Equity Securities which were issued in compliance with this Section 3.1(c) or Equity Securities which were issued in an issuance which is exempt from this Section 3.1(c); (C) Incentive Units or other Equity Securities issued to employees, officers, consultants or other service providers of the Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of its Subsidiaries who are not Related Persons of any New Securities that Member pursuant to incentive or other compensation plans or arrangements approved by the Company may from time to time issue after the Effective Date Board; or (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be D) Units issued in connection with any public offering Unit split or pursuant to failures to fund Additional Funding Requirements any subdivision of Units, Unit dividend or as otherwise specifically provided herein. In recapitalization of the event Company; if the Company proposes to undertake sell or issue any Equity Securities, then the Company shall offer to sell to each Eligible Member by written notice from the Company (describing in reasonable detail the Equity Securities being offered, the purchase price thereof, the payment terms and such Eligible Member’s Proportional Share) (the “Participation Notice”) a portion of such Equity Securities equal to such Eligible Member’s Proportional Share. Each Eligible Member shall be entitled to purchase such Equity Securities at the same price and on the same terms as such Equity Securities are to be offered to any other Person. (ii) In order to exercise its purchase rights hereunder, an issuance Eligible Member must, within ten (10) business days of New Securities (in delivery of the Participation Notice, deliver a single transaction written notice to the Company irrevocably exercising its rights to purchase all or a series portion of related transactionssuch Eligible Member’s Proportional Share of such offered Equity Securities hereunder under the offered terms; provided, that if a sale of Equity Securities pursuant to such exercise of rights does not close within the 180-day period described in Section 3.1(c)(iii) (and the Company shall be obligated to use commercially reasonable efforts to close such sale within such 180-day period), then the exercising Eligible Member shall be permitted to terminate its obligation to purchase its Proportional Share of such Equity Securities pursuant to such irrevocable written notice. At the expiration of such ten (10) business day period, the Company shall give to each Member written notice of its intention to issue New Securities promptly notify (the “Preemptive Right Overallotment Notice”) each Eligible Member that elected to purchase all Equity Securities available to it (each, a “Fully Exercising Member”) of each Eligible Member who did likewise and the number of Equity Securities which remain unsubscribed. During the ten (10) business day period commencing after the Company has given such Overallotment Notice, each Fully Exercising Member may, by giving notice to the Company (the “Overallotment Participation Notice”), describing elect to purchase or acquire, in addition to the amount and type number of New Equity Securities specified above, all or a portion of such unsubscribed Equity Securities. If the Fully Exercising Members have, in the aggregate, elected to purchase more than the number of unsubscribed Equity Securities, the cash purchase price and the general terms upon which it proposes then (1) such Equity Securities shall be allocated according to issue such New Securities. Each Member shall have twenty each Fully Exercising Member’s Pro Rata Share, until either (20I) days from the date of receipt of any such Preemptive Right Fully Exercising Member has been allocated the maximum number of Equity Securities set forth in its Overallotment Participation Notice, or (II) all unsubscribed Equity Securities have been allocated to Fully Exercising Members, and (2) if after the allocation pursuant to immediately preceding clause (1) any Equity Securities remain unsubscribed but one or more Fully Exercising Members has not been allocated the full number of Equity Securities set forth in its Overallotment Participation Notice, then the remaining Equity Securities shall be allocated among the remaining Fully Exercising Members in accordance with this sentence (with a recalculated “Pro Rata Share”), and so on until either each Fully Exercising Member has been allocated the full number of Equity Securities set forth in its Overallotment Participation Notice or all Equity Securities have been subscribed. (iii) Upon the “Preemptive Right Notice Period”) expiration of the offering periods described above, the Company shall be entitled to agree in writing sell such securities that the Eligible Members have not elected to purchase for cash up to during the one hundred eighty (180) calendar days following such Member’s Preemptive Right Share of such New Securities for the expiration at a price not less, and upon the on other terms and conditions specified no more favorable in the Preemptive Right Participation Notice by giving written notice aggregate to the Company purchasers thereof, than that offered to the Eligible Members and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued Notice. Any securities offered or sold by the Company may after such one hundred eighty (180)-day period must be reducedreoffered to the Eligible Members pursuant to the terms of this Section 3.1(c). If . (iv) Notwithstanding anything to the contrary herein, if the Company issues or proposes to issue Equity Securities to an Equityholder or an Affiliate thereof in connection with a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but Related Party Financing, then does not fund such amounts, such each Eligible Member shall be entitled to purchase such Equity Securities issued in connection therewith pursuant to this Section 3.1(c) up to its Proportional Share if and only if such Eligible Member (or such Eligible Member’s Affiliate) (A) purchases at least all of such ▇▇▇▇▇▇▇▇ Member’s Proportional Share of such Equity Securities, and (B) provides capital to the Company in the Related Party Financing (at the closing of the Related Party Financing or at such other time as may be agreed by the Company) in proportion to its Proportional Share and on substantially the same terms and conditions as each Related Party; provided, that this clause (B) shall only apply to an Eligible Member if the Company offers participation in the Related Party Financing to such Eligible Member on terms and conditions which permit such Eligible Member to fully meet the conditions set forth in this clause (B). An Eligible Member shall be deemed to have provided its Proportional Share of capital with respect to a Defaulting Related Party Financing if the quotient of A over B is equal to or greater than the quotient of X over Y, where A equals the capital provided by such Eligible Member and its Affiliates in the Related Party Financing, B equals the aggregate capital provided to the Company in the Related Party Financing, X equals the number of Voting Units held by such Eligible Member, and Y equals all Voting Units then outstanding held by all Eligible Members.

Preemptive Rights. The Company A. Kronos hereby grants HoMedics the preemptive rights described in this Section 4.5 with regard to each Member all issuances by Kronos of shares of Kronos Common Stock after the right date of this Amended Agreement (collectively, the "NEW SECURITIES"); PROVIDED, HOWEVER, that "New Securities" do not include: 1. Securities issued in connection with any stock splits, stock dividends or other distribution payable pro rata to purchase such Member’s Preemptive Right Share all holders of all Kronos Common Stock; 2. Any securities issued to employees, officers, directors, consultants or other persons performing services for Kronos (or any part) if so issued solely because of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); providedsuch person's status as an officer, howeveremployee, that the Preemptive Right shall director, consultant or other person performing services for Kronos, and not apply with respect to New Securities issues or to be issued in as part of any public other offering or of Kronos securities) pursuant to failures any stock option plan, stock purchase plan or management incentive plan, Agreement or arrangement approved by Kronos' Board of Directors; 3. Any Kronos Common Stock issued upon the conversion, exercise or exchange of Warrant Nos. 1, 2 and 3; and 4. Shares issued to fund Additional Funding Requirements or as otherwise specifically provided herein. In Cornell under the event terms of the Company SEDA to the extent that Kronos has issued such shares for the direct purpose of repaying the $4M Note to Cornell. B. Except for the Cornell Investment, Kronos proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give offer to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of sell any New Securities, Kronos shall first give HoMedics written notice stating such intention. The written notice shall contain a full, accurate and complete description of the cash purchase price and the general terms upon which it proposes of such proposed sale, and shall contain an unconditional offer to issue sell a Pro Rata Share (as defined in Subsection (D) below) of such New SecuritiesSecurities to HoMedics on the same terms and conditions as set forth in the notice. Each Member HoMedics shall have twenty ten (2010) business days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) written notice is given to agree in writing elect to purchase for cash up to all or a portion of such Member’s Preemptive Right Pro Rata Share of such the New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice Securities, by giving written notice to the Company Kronos of such election and stating therein the quantity of New Securities that HoMedics will purchase, together with payment for such New Securities. C. If HoMedics elects to purchase any of the New Securities within the election periods described in subsection (B), Kronos shall deliver to HoMedics a certificate or other instrument evidencing the New Securities by the close of business on the fifteenth day (or if such day is not a business day, the next succeeding business day) after the receipt of HoMedics' notice of election and its payment for the shares acquired. D. As used in this subsection 4.5, the "PRO RATA SHARE" of the New Securities that HoMedics will be offered an opportunity to purchase is a fraction of the total New Securities proposed to be purchased issued, calculated as follows: (not i) the numerator of the fraction shall be the number of shares of Kronos Common Stock that could be obtained by HoMedics upon conversion or exchange on such date of any securities convertible into or exchangeable for Kronos Common Stock plus the number of shares of Kronos Common Stock that could be acquired by HoMedics on such date upon exercise of any option, warrant or similar right (other than by exercise of preemptive rights hereunder); and (ii) the denominator of the fraction shall be the aggregate number of shares of Kronos Common Stock outstanding on such date calculated on a fully diluted basis assuming the conversion or exchange of all outstanding convertible securities and the exercise of all outstanding options, warrants or similar rights to exceed such Members’ Preemptive Right Shareacquire Kronos Common Stock. E. During the sixty (60) as well as day period following the maximum amount expiration of the ten (10) business day election period described in the last sentence of subsection (B) hereof, Kronos may issue the New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member HoMedics has not purchased pursuant to this Section 7.1 shall subsection 4.5, but only on terms and conditions and at a price no more favorable to the purchasers thereof than was specified in Kronos's notice to HoMedics. F. The rights of HoMedics under this subsection 4.5 may be consummated concurrently with the consummation of the issuance waived, in whole or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice part, with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount proposed issuance of New Securities to be issued or sold if a written waiver is executed by the Company HoMedics. Such waiver may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase obtained at any time prior to, contemporaneously with or after the actual issuance by Kronos of the New Securities but then does not fund such amounts, such Member shall be a Defaulting MemberSecurities.

Preemptive Rights. The ‌ (a) Prior to the consummation of an Initial Public Offering, if the Company hereby grants shall propose to issue and sell any (i) Membership Interests, or (ii) security convertible into or exchangeable for any Membership Interests (collectively, the “New Securities”), or enter into any contracts relating to the issuance or sale of any New Securities to any Person (the “Subject Purchaser”), in each case other than with respect to Excluded Issuances, each Member (or group of Affiliated Members) who (i) holds at least three percent (3%) of the outstanding Membership Interests at such time (on a fully diluted basis and excluding, for purposes of this calculation, Incentive Interests), and (ii) is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) as of the date of issuance of such New Securities shall have the right (a “Preemptive Right”) to purchase such Member’s Preemptive Right Share entire Percentage Ownership of all (or any part) of any the New Securities that at the Company may from time to time issue after same price and on the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or same other terms proposed to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided hereinand sold. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the The Company shall give offer to each sell to any such Member written notice its Percentage Ownership of its intention to issue such New Securities (the “Offered Securities”) and to sell to any such Member such of the Offered Securities as shall not have been subscribed for by the other Members as hereinafter provided, at the price and on the terms described above, which shall be specified by the Company in a written notice delivered to any such Member which such notice shall also state (x) the number of New Securities proposed to be issued and (y) the portion of the New Securities available for purchase by such Member and shall be given to such Members at least twenty (20) days prior to any issuance giving rights under this Section 9.9 (the “Preemptive Right Participation NoticeOffer”), describing the amount and type . The Preemptive Offer shall by its terms remain open for a period of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have at least twenty (20) days from the date of receipt thereof and shall specify the date on which the Offered Securities will be sold to accepting Members (which shall be at least twenty (20) but not more than one hundred and eighty (180) days from the date of the Preemptive Offer). The failure of any Member to respond to the Preemptive Offer during the twenty (20) day period shall be deemed a waiver of such Members’ Preemptive Right Participation Right.‌ (b) Each such Member shall have the right, during the period of the Preemptive Offer, to purchase any or all of its Percentage Ownership of the Offered Securities at the purchase price and on the terms stated in the Preemptive Offer. Notice by any Member of its acceptance, in whole or in part, of a Preemptive Offer shall be in writing (the a “Preemptive Right Notice Periodof Acceptance”) signed by such Member and delivered to agree the Company prior to the end of the specified period of the Preemptive Offer, setting forth the Offered Securities such Member elects to purchase.‌ (c) Each such Member shall have the additional right to offer in writing its Notice of Acceptance to purchase any of the Offered Securities not accepted for cash up purchase by any other Members, in which event such Offered Securities not accepted by such other Members shall be deemed to have been offered to and accepted by the Members exercising such Member’s Preemptive Right Share of such New Securities for additional right under this paragraph (c) pro rata in accordance with their respective Percentage Ownerships(determined without regard to those Members not electing to purchase their full respective Percentage Ownerships under the price and upon foregoing paragraph (a)) on the same terms and conditions as those specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity Offer, but in no event shall any such electing Member be allocated a number of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as in the Company in excess of the maximum amount number of Offering Securities such Member has elected to purchase in its Notice of Acceptance. (d) At the closing of the purchase of New Securities it would purchase. If any Member fails to so respond in writing within subscribed for by the Preemptive Right Notice PeriodMembers under this Article IX, then such Member the Company shall forfeit deliver certificates (if applicable) representing the right hereunder to purchase its Preemptive Right Share of New Securities, and such New Securities shall be issued free and clear of all liens and the Company will allocate the rights to purchase shall so represent and warrant, and further represent and warrant that such New Securities shall be, upon issuance thereof to any other Member the Members that indicated it would elected to purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Sharesand after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Subject to obtaining Each Member purchasing the requisite authorization, approval or consent of any Governmental Body, New Securities shall deliver at the closing of any purchase payment in full in immediately available funds for the New Securities purchased by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation it. At such closing, all of the issuance parties to the transaction shall execute such additional documents as are otherwise necessary or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberappropriate.

Preemptive Rights. The Except as provided in Section 6.2 below, if after the date hereof the Company hereby grants authorizes the issuance and sale of any shares of its equity securities or any securities containing options or rights to acquire any shares of capital stock or any other equity securities of the Company, the Company will first offer in writing to sell to each Member Shareholder a portion of such equity securities, options or rights equal to the percentage determined by dividing (i) the number of shares of capital stock then held by such Shareholder by (ii) the number of shares of capital stock outstanding (on a fully diluted basis), at the most favorable price and on the most favorable terms as such equity securities, options or rights are to be offered to any other person. For purposes of this Section 6.1, capital stock acquirable upon exercise or conversion of options or rights to acquire any shares of capital stock or any other equity securities of the Company shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price per share is equal to or less than the then current Fair Value Per Share. In the event any Shareholder shall not, within ten (10) business days after receipt of such written offer, timely exercise his rights under this Section 6.1 to purchase a portion of such equity securities, options or rights, or if after timely exercising such right shall fail timely to consummate such purchase (a "Non-Purchasing Shareholder"), each other Shareholder that has fully exercised its right under this Section 6.1 to purchase such Shareholder's portion of such equity securities, options or rights and who has timely consummated such purchase (a "Purchasing Shareholder") shall have the right to purchase such Member’s Preemptive Right Share Purchasing Shareholder's pro rata share (determined among all Purchasing Shareholders on the basis of all (or any parttheir respective ownership of capital stock of the Company) of any New Securities the portion of such equity securities, options or rights which the Non-Purchasing Shareholder had the right to purchase under this Article 6. Any computation of the number of shares of equity securities, options or rights that a Shareholder has the right to purchase under this Article 6 shall be rounded to the nearest whole share. Each Shareholder must exercise its purchase rights within thirty (30) days after receipt of written notice from Company may from time to time issue after describing in reasonable detail the Effective Date (the “Preemptive Right”); providedequity securities, however, that the Preemptive Right shall not apply with respect to New Securities issues options or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)rights being offered, the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securitiespurchase price thereof, the cash payment terms and such Shareholder's percentage allotment or in the case of the purchase price and by a Purchasing Shareholder of a portion of the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty equity securities, options or rights that a Non-Purchasing Shareholder had the right to, but did not purchase, within forty-five (2045) days from the date of after receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share written notice. The provisions of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 6.1 shall be consummated concurrently with terminate upon the consummation of the issuance or sale described a Public Offering (as defined in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced9.12(e) hereof). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member.

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date date of this Agreement (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty ten (2010) days Business Days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Member’s Preemptive Right Share) as well as the maximum amount of New Securities it would purchase). If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right SharesSecurities. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reducedreduced upon approval by the Board, which shall require the approval of each Investor Director so long as the Investor Member holds a Common Percentage Interest of at least 30.0%). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member.ARTICLE VIII

Preemptive Rights. The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share (a) No later than ten business days in advance of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions)Non-Exempt Offer, the Company shall give to each Member written deliver (including by electronic mail) a notice of its intention to issue New Securities (the “Preemptive Right Participation Offer Notice”)) to ▇. ▇▇▇▇▇ stating (i) its bona fide intention to effect a Non-Exempt Offer, describing (ii) the amount number of such New Securities to be offered, and type of New Securities, (iii) the cash purchase price and the general terms terms, if any, upon which it proposes to issue offer such New Securities. Each Member shall have twenty (20) By notification to the Company within five business days from after the date of receipt of any such Preemptive Right Participation Offer Notice (the “Preemptive Right Notice Period”) to agree in writing is so delivered, ▇. ▇▇▇▇▇ may elect to purchase for cash or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Member’s Preemptive Right Share that portion of such New Securities that equals the proportion that the Common Shares issued and held by ▇. ▇▇▇▇▇ bears to the total number of Common Shares then outstanding (assuming, for purposes of calculating both the price numerator and upon the terms denominator, the full conversion, exercise or exchange, as applicable, of all outstanding Derivative Securities then convertible, exercisable or exchangeable in accordance with their terms). The closing of any Non-Exempt Offer shall occur within one hundred twenty (120) days of the later of the date that the Offer Notice is given and conditions specified the date of initial sale of New Securities. If all New Securities referred to in the Preemptive Right Participation Offer Notice by giving written notice to the Company and stating therein the quantity of New Securities are not elected to be purchased (not to exceed such Members’ Preemptive Right Share) or acquired as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond provided in writing within the Preemptive Right Notice Periodthis Section 3, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate may, during the rights to purchase one hundred twenty (120) day period provided in this Section 3, offer and sell the remaining unsubscribed portion of such New Securities to any other Member that indicated it would purchase person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities in excess within the one hundred twenty (120) day period above, or if such agreement is not consummated within sixty (60) days of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Bodyexecution thereof, the closing of any purchase by any Member pursuant to right provided under this Section 7.1 3 shall be consummated concurrently deemed to be revived and such New Securities shall not be offered unless first reoffered to ▇. ▇▇▇▇▇ in accordance with this Section 3. (b) Any sales of New Securities to ▇. ▇▇▇▇▇ in accordance with this Section 3 have not been, and will not be, registered under the consummation Securities Act of 1933, as amended (the issuance or sale described in the Preemptive Right Participation Notice“Securities Act”). The Company intends that any such sales to ▇. ▇▇▇▇▇ will be exempt from registration under Section 4(a)(2) of the Securities Act. Notwithstanding anything in this Agreement to the contrary, (i) the Company shall not be free obligated to complete effect any sales of securities under this Section 3 in the proposed issuance or event that it determines, in consultation with its counsel, that an exemption from registration under the Securities Act is not available and (ii) to the extent that any sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 ▇. ▇▇▇▇▇ in accordance with this Section 3 requires action by the terms and conditions set forth in shareholders of the Preemptive Right Participation Notice Company under the NYSE listing standards (except that or applicable requirements of such other national securities exchange designated as the amount primary market on which the Common Shares are then listed for trading), such sale of New Securities to ▇. ▇▇▇▇▇ shall be issued delayed until such time as the rules of such exchange are satisfied without effect on the timing or sold by occurrence of any Non-Exempt Offer, and the Company may shall promptly use reasonable best efforts to obtain such stockholder approval. (c) The rights held by ▇. ▇▇▇▇▇ under this Section 3 shall terminate and be reduced)of no further force or effect as of the first time that ▇. If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but ▇▇▇▇▇ beneficially owns less than 5% of the outstanding voting power of all Common Shares then does not fund such amounts, such Member shall be a Defaulting Memberoutstanding. (d) For purposes of this Section 3:

Preemptive Rights. The Company hereby grants 1. Each Member shall have preemptive rights with respect to the issuance of new Membership Interests or rights to acquire Membership Interests(the “Offered Interests”) to the extent provided by this Section 3.04, the effect of which will be that each Member shall have the right to purchase a portion of such Offered Interests equal to such Member’s Preemptive Right Share of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply Profit Percentage. Solely with respect to New Securities issues ▇▇▇▇▇ and ▇▇▇▇▇▇▇, the Offered Interests shall include any issuances of Membership Interests (or to be issued in the reservation of any public offering or Membership Interests) pursuant to failures any equity incentive plans for employees to fund Additional Funding Requirements the extent ▇▇▇▇▇ or ▇▇▇▇▇▇▇, as otherwise specifically provided hereinapplicable, are not participants therein. 2. In the event the Company proposes Board shall determine to undertake an issuance of New Securities (in a single transaction or a series of related transactions)issue Offered Interests, the Company shall give to each then-existing Member written notice of its intention to issue New Securities (the a “Preemptive Right Participation Notice”)) of such issuance describing in reasonable detail the proposed terms and conditions of such issuance, describing including the amount and type of New Securitiesthe Offered Interests to be issued, the cash terms and conditions thereof and the purchase price and the general terms upon which it proposes to issue such New Securitiestherefor. Each then-existing Member shall have twenty (20) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) notice is given to agree in writing elect to purchase for cash up a portion of the Offered Interests equal to such Member’s Preemptive Right Share of such New Securities for Profit Percentage, at the price and upon same price, on the same terms and conditions specified in and at the Preemptive Right Participation Notice same time as the Offered Interests are sold to the other Members by giving written notice to such effect to the Company (such notice, an “Election” and stating therein such Member making an Election, an “Electing Member”). Member’s failure to make an Election as provided in the quantity of New Securities preceding sentence shall be deemed to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then an irrevocable waiver by such Member shall forfeit the right hereunder to purchase of its Preemptive Right Share rights under this Section 3.04 in respect of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right SharesOffered Interests. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 Any Election made in accordance with this Section 3.04 shall be deemed to be an irrevocable commitment by the Electing Member to purchase the Offered Interests subject to such Election on the terms and conditions set forth in the Preemptive Right Participation Notice. 3. Following the expiration of the twenty (20) day notice period referred to in Section 3.04(b), the Company shall sell to each Electing Member the Membership Interests subject to such Electing Member’s Election, and may sell to the prospective purchaser(s) identified in the Preemptive Notice any Offered Interests which the Members did not elect to purchase. The closing of such sale shall be within sixty (except that 60) days after the amount expiration of New Securities the twenty (20) day notice period specified above, on a date determined by the Board, and the consideration paid for and the other terms and conditions upon which such Offered Interests are sold shall not be any more favorable to be issued prospective purchaser(s) than those specified in the Preemptive Notice. 4. Notwithstanding anything in this Section 3.04 to the contrary: a) The rights of the Members under this Section 3.04 shall not apply to the issuance of Offered Interests (“Exempt Issuances”): (A) in connection with any Membership Interest split, dividend, recapitalization or sold distribution by the Company, pursuant to which all Members are treated in accordance with this Agreement; (B) in or after an initial public offering of the Company’s securities; (C) as part or all of the consideration for the acquisition by the Company may be reduced). If of the business, at least a Member indicates in its response majority of the equity interests or all or substantially all of the assets of any other Person who is not an Affiliate of the Company; and (D) as part of a loan provided to a Preemptive Right Participation Notice that it shall purchase New Securities but then does the Company by any Person who is not fund such amounts, such Member shall be a Defaulting Member.an Affiliate of the Company; and

Preemptive Rights. The Subject to the terms and conditions specified in this Section 3, the Company hereby grants to each Member of PrefCo and PLC a right of first offer, proportionate to their respective Percentage Interest, with respect to future sales by the right to purchase such Member’s Preemptive Right Share Company or Subsidiaries of all (Interests or other equity interests of the Company or any part) of any New Securities that the Company may from time to time issue after the Effective Date its Subsidiaries (the “Preemptive RightOffered Interests”); provided, however, that the Preemptive Right this Section 3 shall not apply to any issuances to an unaffiliated third party in connection with respect the Company’s entry into a bona fide joint venture transaction with such unaffiliated third party so long as such unaffiliated third party agrees to New Securities issues or subordinate its interest in such joint venture to be issued the Preferred Units in any public offering or pursuant a manner satisfactory to failures to fund Additional Funding Requirements or as otherwise specifically provided hereinthe holders of Preferred Units. In the event Each time the Company or any Subsidiary proposes to undertake an issuance of New Securities (in a single transaction offer or a series of related transactions)sell any Offered Interests, the Company shall give first make an offering of such Offered Interests to each Member of PrefCo and PLC in accordance with the following provisions: 3.1 No later than thirty (30) days prior to selling the Offered Interests, the Company shall deliver written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”)) to PrefCo and PLC stating (i) its bona fide intention to offer such Offered Interests, describing (ii) the amount number and type description of New Securitiessuch Offered Interests to be offered, and (iii) the cash purchase price and the general terms terms, if any, upon which it proposes to issue offer such New Securities. Each Member shall have Offered Interests. 3.2 By written notification received by the Company, within twenty (20) days from after giving of the date Notice, each of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing PrefCo and PLC may elect to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for or obtain, at the price and upon on the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice Notice, up to that portion of such Offered Interests which equals its respective Percentage Interest, and PrefCo and PLC shall thereafter purchase such Offered Interests within five (5) calendar days following the expiration of such twenty (20) day period. 3.3 If either PrefCo or PLC fail to, or indicate in writing that it will not, exercise the option within the period provided in Section 3.2, the Company may, during the thirty (30) day period following the expiration of the period provided in Section 3.2, offer the Offered Interests not subscribed for PrefCo or PLC to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company and stating therein does not enter into such an agreement for the quantity sale of New Securities the Offered Interests within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be purchased (revived, and such Offered Interests shall not be offered unless first reoffered to exceed such Members’ Preemptive Right Share) as well as the maximum amount each of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities PrefCo and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 PLC in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Memberherewith.

Preemptive Rights. The Company hereby grants ▇▇▇▇ shall not issue, sell, or enter into any agreement(s) or commitment(s) pursuant to which it becomes obligated to issue, any securities other than the Securities described herein, and any issuances under any ▇▇▇▇ plan for issuances of equities to ▇▇▇▇'▇ employees, consultants or Directors ("Permitted Issuances"), unless ▇▇▇▇ shall first offer to sell to each Member of the right Investors, on the same terms and conditions and at the same price, an amount of such securities proposed to be offered by ▇▇▇▇, pro rata to the Investors' proportionate ownership of ▇▇▇▇'▇ Series A Preferred Stock on a fully-diluted basis. Each Investor shall have the right, subject to the terms of this Section, to purchase such Member’s Preemptive Right Share up to its pro rata interest of all (or any part) of any New Securities that the Company may from time to time issue after the Effective Date (the “Preemptive Right”); providedsecurities, howeverexcluding Permitted Issuances, that the Preemptive Right shall not apply with respect to New Securities issues or proposed to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided hereinoffered by ▇▇▇▇. In the event the Company proposes to undertake an issuance of New Securities Such offer shall remain outstanding for ten (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (2010) days from the date of receipt of any written notice from ▇▇▇▇ and shall be exercised by the Investor by serving written notice on ▇▇▇▇ within such Preemptive Right Participation Notice ten (10) day period. ▇▇▇▇ shall, within fifteen (15) days (the “Preemptive Right "Notice Period”") from the end of such ten (10) day period, deliver written notice to agree all Investors who have elected to exercise their preemptive rights of any Investor not exercising its preemptive rights in writing to purchase for cash up full. Each Investor entitled to such Member’s Preemptive Right Share a notice shall have a right of overallotment such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice that by giving written notice to ▇▇▇▇ within ten (10) days from the Company and stating therein end of the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit it may purchase that number of securities for which preemptive rights were not exercised, pro rata based upon the right hereunder number of shares of ▇▇▇▇'▇ capital stock on a fully diluted basis held by all of the Investors seeking to exercise their overallotment rights; provided, however, that any Investor desiring to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation allocable share of the proposed new issuance must exercise in full its overallotment provisions or sale described in be prohibited from purchasing any of the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Membernew issuance.

Preemptive Rights. The If the Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of its Subsidiaries sells, issues or grants any New Equity Securities that to any Person (other than a sale by a Subsidiary solely to the Company may from time to time issue after the Effective Date (the “Preemptive Right”); provided, however, that the Preemptive Right shall not apply with respect to New Securities issues or to be issued in any public offering or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance one of New Securities (in a single transaction or a series of related transactionsits wholly owned Subsidiaries), the Company shall give deliver to each Member holder of Warrant Securities in advance of such sale, issuance or grant, a written notice describing in reasonable detail (a) the Equity Securities being offered, (b) the purchase price thereof, (c) the material terms of its intention to such Equity Securities and sale, issue New Securities or grant and (d) such holder’s Proportional Share (as defined below) (the “Preemptive Right Participation Rights Notice”)) and offering to sell, describing issue and/or grant to each holder of Warrant Securities a portion of such Equity Securities equal to the amount and type quotient of New Securities(i) the number of Common Shares held by or issuable pursuant to Warrants held by, such holder divided by (ii) the cash purchase number of Common Shares outstanding (such holder’s “Proportional Share”) at the most favorable price and on the general most favorable terms upon which it proposes as such Equity Securities are offered to issue such New Securitiesany other Person. Each Member shall have twenty (20) In order to exercise its preemptive rights hereunder, a holder of Warrant Securities must, within 15 business days from the date of after receipt of any such Preemptive Right Participation a Rights Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving accordance with this Section 4, deliver a written notice to the Company and stating therein exercising its preemptive rights hereunder. If, after the quantity expiration of New the 15 business day period described in the foregoing sentence with respect to a Rights Notice, a holder of Warrant Securities has not delivered written notice to be purchased (not the Company exercising its preemptive rights hereunder with respect to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice PeriodRights Notice, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share preemptive rights of such New Warrantholder with respect to the Equity Securities issued as set forth in such Rights Notice shall expire and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shareshave no further force or effect. Subject to obtaining the requisite authorizationAny sale, approval issuance or consent of any Governmental Body, the closing of any purchase by any Member grant pursuant to this Section 7.1 4 shall be consummated concurrently with occur on the consummation closing date of the applicable transaction (which closing date may not be earlier than 10 business days of the date of the Rights Notice). This Section 4 shall not apply to any sale, issuance or sale described grant: (a) in connection with any equity split, dividend, subdivision, combination or other distribution or recapitalization (so long as all holders of Warrant Securities of the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance same class or sale series are treated equally with all other holders of New Warrant Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice (except that the amount of New Securities to be issued such class or sold by the Company may be reducedseries). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member.;

Preemptive Rights. The Company hereby grants shall only issue additional Securities in accordance with the following terms: (a) The Company shall not issue any additional Securities unless it first delivers to each Member holder of Series A Preferred Stock (each such Person being referred to in this Section 3.3 as a "Buyer") a written notice (the "Notice of Proposed Issuance") specifying the type and total number of such Securities that the Company then intends to issue (the "Offered New Securities"), all of the terms, including the price upon which the Company proposes to issue the Offered New Securities and stating that the Buyers shall have the right to purchase the Offered New Securities in the manner specified in this Section 3.3 for the same price per share and in accordance with the same terms and conditions specified in such Member’s Preemptive Right Share Notice of Proposed Issuance. (b) During the five (5) consecutive day period commencing on the date the Company delivers to all of the Buyers the Notice of Proposed Issuance (the "Exercise Period"), the Buyers shall have the option to purchase a portion of the Offered New Securities at the same price per share and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered New Securities must give written notice of its election to the Company prior to the expiration of the Exercise Period. (c) Each Buyer shall have the right to purchase that number of the Offered New Securities as shall be equal to the number of the Offered New Securities multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock then held by such Buyer plus all shares of Common Stock issuable upon conversion or exercise of all Convertible Securities then held by such Buyer and the denominator of which shall be the aggregate number of shares of Common Stock (treating, for purposes of such calculation, each share Convertible Security as the number of shares of Common Stock issuable upon conversion or any part) exercise thereof). The amount of any such Offered New Securities that each Buyer is entitled to purchase under this Section 3.3 shall be referred to as its "Proportionate Share". Any Offered New Securities not purchased by a Buyer will be reallocated among the other Buyers. (d) If all of the Offered New Securities have not been purchased by the Buyers pursuant to Sections 3.3(a)-(c) hereof, then the Company may from time shall have the right, until the expiration of 180 consecutive days commencing on the first day immediately following the expiration of the Exercise Period, to time issue after the Effective Date Offered New Securities at not less than, and on terms no more favorable to the purchasers thereof than the price and terms specified in the Notice of Proposed Issuance. If for any reason the Offered New Securities are not issued within such period and at such price and an such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Section shall continue to be applicable to the Offered New Securities. (e) Notwithstanding the “Preemptive Right”); providedforegoing, however, that the Preemptive Right preemptive rights described in this Section 3.3 shall not apply with respect to New the issuance of (i) Common Stock or Convertible Securities issues issued to (a) employees pursuant to the Stock Plan (as defined in the Series A Preferred , Stock Purchase Agreement), (b) directors or consultants to be the Company with the approval of the Compensation Committee, prior to the Additional Closing, or the approval of the Board thereafter or (c) Common Stock or Convertible Securities issued in any pursuant to a public offering under the 1933 Act, or pursuant to failures to fund Additional Funding Requirements or as otherwise specifically provided herein. In the event the Company proposes to undertake an issuance of New Securities Rule 144A thereunder; (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Securities, the cash purchase price and the general terms upon which it proposes to issue such New Securities. Each Member shall have twenty (20ii) days from the date of receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Securities for the price and Common Stock issued upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Members’ Preemptive Right Share) as well as the maximum amount of New Securities it would purchase. If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Securities and the Company will allocate the rights to purchase such New Securities to any other Member that indicated it would purchase New Securities in excess of its Preemptive Right Share based on their relative Preemptive Right Shares. Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 7.1 shall be consummated concurrently with the consummation exercise of the issuance Common Warrant; (iii) Series A Preferred Stock issued upon the exercise of the Preferred Warrants; (iv) debt securities issued to lending or sale described in financial institutions; or (v) securities for which the Preemptive Right Participation Notice. The Company shall be free holders of Series A Preferred Stock fail to complete the proposed issuance or sale exercise their right of New Securities described in the Preemptive Right Participation Notice with respect to any New Securities not elected to be purchased pursuant to this Section 7.1 in accordance with the terms and conditions first refusal as set forth in the Preemptive Right Participation Notice Shareholders' Agreement (except that as defined in the amount of New Securities to be issued or sold by the Company may be reducedSeries A Preferred Stock Purchase Agreement). If a Member indicates in its response to a Preemptive Right Participation Notice that it shall purchase New Securities but then does not fund such amounts, such Member shall be a Defaulting Member.